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20060722G 2. Subordination of Future Advances and Default Charges. Except for advances made for reasonable costs of collection, maintenance and protection of the Third Party Lender's lien made pursuant to the Third Party Lender Deed of Trust, the Third Party Lender hereby subordinates to the 504 Loans and the lien(s) securing the 504 Loans (a) any sum advanced to the Borrowers by the Third Party Lender under the Third Party Lender Loan after the date of this Agreement and (b) any prepayment penalties, late fees, and increased default interest due after default in connection with the Third Party Lender Loan. 3. Compliance with 504 Loan Proe:ram Reauirements. The Third Party Lender confums that the note and all other documents executed in connection with the Third Party Lender Loan (a) evidence a loan that does not exceed the principal amount permitted by the Authorizations for Debenture Guarantee (SBA 504 Loan) issued by the U.S. Small Business Administration ("SBA") to CDC to assist Borrowers, (b) have no open-ended features and allow only future advances for the reasonable costs of collection, maintenance and protection of the Third Party Lender's lien thereunder, (c) are not cross-collateralized with any other financing now or hereafter to be provided by Third Party Lender, (d) have no early call features, (e) are not payable on demand unless the Third Party Lender Loan is in default, (t) have a term of at least, and do not require a balloon payment prior to, ten years for a 20-year 504 loans or seven years for a 10-year 504 loans, (g) have a reasonable interest rate that does not, and will not, exceed the maximum interest rate for a Third Party Loan as published by SBA, and (h) do not establish a preference in favor of the Third Party Lender as compared to CDC or SBA other than the Third Party Lender's senior lien position. The Third Party Lender agrees that if the note or any other document executed in connection with the Third Party Lender Loan or any provision therein does not comply with these requirements, then the Third Party Lender waives its right to enforce any such noncomplying document or provision unless the Third Party Lender has obtained the prior written consent ofCDC and/or SBA permitting such enforcement. 4. Waiver of Enforcement of Covenant Not to Encumber the Collateral. If the Third Party Lender Deeds of Trust or any document executed in connection with the Third Party Lender Loan contains any provision prohibiting the Borrowers from further encumbering the Collateral, the Third party Lender waives its right to enforce any such provision as it might apply to the lien arising from the 504 Deeds of Trust securing or any other document securing or evidencing the 504 Loans. 5. Notice of Default Under the Third Party Lender Loan. If any default, event of default or delinquency, upon which the Third Party Lender intends to take action, occurs under the Third Party Lender Deed of Trust or any document executed in connection with the Third Party Lender Loan, then the Third party Lender agrees to give the CDC and SBA written notice of such default, event of default or delinquency and the opportunity to cure or to purchase the Third party Lender's note and the Third Party Lender Deeds of Trust prior to foreclosure. Such notice must be given within thirty (30) days after the default, event of default or delinquency upon which the Third Party Lender intends to take action and at least sixty (60) days prior to the date of any proposed sale and the Third Party Lender will not sell all or any portion of the Collateral without giving the CDC and the SBA such notice. Notice under this Agreement shall be deemed to have been given which sent by certified or registered mail, return receipt requested, addressed, as the case may be, to the CDC at 1610 S. 70th Street, Suite 201, Lincoln, NE 68506, Attention: Servicing, and to the SBA at 11145 Mill Valley Road, Omaha, NE 68154, Attention: District Counsel. 6. Successors and Assil!11s. This Agreement shall inure to the benefit of and bind the respective parties to this Agreement and their successors and assigns.