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The Borrower, the Senior Lender and the Subordinate Lender each agrees that, in the event <br /> of any conflict or inconsistency between the terms of the First Mortgage Loan Documents, the <br /> Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall <br /> govern and control solely as to the following: (a)the relative priority of the security interests of the <br /> Senior Lender and the Subordinate Lender in the Property; (b) the timing of the exercise of <br /> remedies by the Senior Lender and the Subordinate Lender under the First Mortgage and the <br /> Subordinate Mortgage, respectively; and (c) solely as between the Senior Lender and the <br /> Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which <br /> the Senior Lender and the Subordinate Lender have agreed to as expressly provided in this <br /> Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and <br /> shall not be deemed to: extend Borrower's time to cure any First Mortgage Loan Default or <br /> Subordinate Loan Default, as the case may be; give the Borrower the right to notice of any First <br /> Mortgage Loan Default or Subordinate Loan Default, as the case may be other than that, if any, <br /> provided, respectively under the First Mortgage Loan Documents or the Subordinate Loan <br /> Documents; or create any other right or benefit for Borrower as against Senior Lender or <br /> Subordinate Lender. <br /> 8. Rights and Obligations of the Subordinate Lender Under the Subordinate <br /> Loan Documents and of the Senior Lender under the First Mortgage Loan Documents. <br /> Subject to each of the other terms of this Agreement, all of the following provisions shall <br /> supersede any provisions of the Subordinate Loan Documents covering the same subject matter: <br /> (a) Protection of Security Interest. The Subordinate Lender shall not, without <br /> the prior written consent of the Senior Lender in each instance, take any action which has <br /> the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate <br /> Loan Documents, except that the Subordinate Lender shall have the right to advance funds <br /> to cure First Mortgage Loan Defaults pursuant to Section 6(a) above and advance funds <br /> pursuant to the Subordinate Mortgage for the purpose of paying real estate taxes and <br /> insurance premiums, making necessary repairs to the Property and curing other defaults by <br /> the Borrower under the Subordinate Loan Documents. <br /> (b) Condemnation or Casualty. In the event of: a taking or threatened taking <br /> by condemnation or other exercise of eminent domain of all or a portion of the Property <br /> (collectively, a "Taking"); or the occurrence of a fire or other casualty resulting in damage <br /> to all or a portion of the Property(collectively, a"Casualty"), at any time or times when the <br /> First Mortgage remains a lien on the Property the following provisions shall apply: <br /> (1) The Subordinate Lender hereby agrees that its rights (under the <br /> Subordinate Loan Documents or otherwise) to participate in any proceeding or <br /> action relating to a Taking and/or a Casualty, or to participate or join in any <br /> settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be <br /> and remain subordinate in all respects to the Senior Lender's rights under the First <br /> (Page-10) <br /> LEGAL US W#90627312.2 <br />