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General Partner Loan Documents Aeon Ninth The parties hereto acknowledge that the Development is intended to receive the benefits of Low Income Housing Tax Credits (the "Credits") pursuant to Section 42 of the Internal Revenue Code ("Section 42") and that it is a condition of the receipt of the Credits that the Borrower file a Declaration of Land Use Restrictive Covenants for Low-Income Housing Credits (the "Declaration") substantially in the form attached hereto as Exhibit K. U.S. Bank, 1V�IFA, the County HRA, the City HRA, FHF, the City and Aeon hereby consent to the terms of the Declaration as required by Section 2(c) of the Declaration and further agree that the Declaration is subordinate to the U.S. Bank Loan and U.S. Bank Loan Documents, the Subordinate Lender Loans and the Subordinate Lender Loan Documents, except to the extent required by the Declaration. 5. U.S. Bank Priority. In the event of the bankruptcy of, or the appointment of a trustee, receiver or other representative or liquidator for any of the property of the Borrower, or in the event the Borrower shall become the subject of any proceeding of any character under any federal or state bankruptcy or insolvency act or law, all moneys and other property allocated or allocable to the Subordinate Lender Loans and which would be payable or deliverable to any of the Subordinate Lenders in the absence of the provisions of this Agreement shall be paid and delivered directly to U.S. Bank for application by U.S. Bank to the U.S. Bank Loan until full payment of the U.S. Bank Loan with the excess, if any, to be paid to the Subordinate Lenders, in the order of priority as set forth herein, regardless of whether any of the Subordinate Lenders or U.S. Bank or both file a claim on behalf of the Subordinate Lenders in any such proceeding. U.S. Bank is hereby irrevocably appointed attorney in fact for the Subordinate Lenders with full power to act in the place and stead of the Subordinate Lenders in all matters relating to or affecting the Subordinate Lender Loans, including the right to make, present, file and vote such proofs of claim against the Borrower on account of all or any part of said Subordinate Lender Loans, as U.S. Bank may deem advisable and to receive and collect any and all dividends or other payments ("Dividends") made thereon and to apply the same on account of the U.S. Bank Loan. The Subordinate Lenders will execute and deliver to U.S. Bank such instruments as may be required by U.S. Bank to enforce the Subordinate Loans, to effectuate the aforesaid power of attorney and to effect collection of any and all Dividends which may be made at any time on account thereo£ As collateral securing payment of the U.S. Bank Loan, the Subordinate Lenders hereby transfer and assign to U. S. Bank all collateral security therefor to which the Subordinate Lenders may be entitled, provided that such transfer and assignment shall be effective (i) only in �