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address will only be effective upon receipt. Neither party will refuse or reject <br />delivery of any Notice given in accordance with this Section 10. <br />11. Miscellaneous Provisions. <br />(a) Assignments/Successors. This Agreement will be binding upon and will inure to <br />the benefit of the respective legal successors and permitted assigns of the parties <br />to this Agreement. No other party will be entitled to any benefits under this <br />Agreement, whether as a third party beneficiary or otherwise. This Agreement <br />may be assigned at any time by Senior Lender to any subsequent holder of the <br />Senior Note. <br />(b) No Partnership or Joint Venture. Nothing in this Agreement or in any of the <br />Senior Loan Documents or Subordinate Loan Documents will be deemed to <br />constitute Senior Lender as a joint venturer or partner of Subordinate Lender. <br />(c) Further Assurances. Upon Notice from Senior Lender, Subordinate Lender will <br />execute and deliver such additional instruments and documents, and will take <br />such actions, as are required by Senior Lender to further evidence or implement <br />the provisions and intent of this Agreement. <br />(d) Amendment. This Agreement may be amended, changed, modified, altered or <br />terminated only by written instrument signed by the parties to this Agreement or <br />their successors or assigns. <br />(e) Governing Law. This Agreement will be governed by the laws of the State in <br />which the Land is located. <br />(f) Severable Provisions. If any one or more of the provisions contained in this <br />Agreement, or any application of any such provisions, is invalid, illegal, or <br />unenforceable in any respect, the validity, legality, enforceability, and application <br />of the remaining provisions contained in this Agreement will not in any way be <br />affected or impaired. <br />(g) Term. The term of this Agreement will commence on the date of this Agreement <br />and will continue until the earliest to occur of the following events: <br />(i) The payment of all the Senior Indebtedness; provided that this Agreement <br />will be reinstated in the event any payment on account of the Senior <br />Indebtedness is avoided, set aside, rescinded or repaid by Senior Lender as <br />described in Section 2(e) of this Agreement. <br />(ii) The payment of all the Subordinate Indebtedness other than by reason of <br />payments which Subordinate Lender is obligated to remit to Senior Lender <br />pursuant to this Agreement. <br />Subordination Agreement — Governmental Entity Page 15 <br />City of Santa Ana-Inclnsionary Housing <br />La Placita Chico <br />