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First Mortgage Loan (including reasonable and necessary costs associated with the closing and/or <br /> the refinancing) so long as the new mortgage debt does not increase the maximum principal amount <br /> of the First Mortgage Loan and, in the event of new mortgage debt, Subordinate Lender shall <br /> execute and deliver to Senior Lender a new subordination agreement on the same terms and <br /> conditions as this Subordination Agreement. Notwithstanding anything to the contrary in. this <br /> Section 9, or in Section 4(a)above,the Senior Lender shall not,without the prior written consent of <br /> the Subordinate Lender in each instance, which shall not be unreasonably withheld, take any action <br /> which has the effect of increasing the indebtedness outstanding under, or secured by, the First <br /> Mortgage Loan Documents, increasing the required payments due under the First Mortgage Loan, <br /> decreasing the term of the First Mortgage Loan, or increasing the interest rate on the First Mortgage <br /> Loan, except that the Senior Lender shall have the right to advance funds to cure Subordinate Loan <br /> Defaults pursuant to Section 5(a) above and advance funds pursuant to the First Mortgage for the <br /> purpose of paying real estate taxes and insurance premiums, making necessary repairs to the <br /> Property and curing other defaults by the Borrower under the First Mortgage Loan Documents. <br /> Following Conversion, all the terms and covenants of this Agreement shall inure to the benefit of <br /> any holder of the Permanent Loan; and all references to the First Mortgage Loan,the First Mortgage <br /> Note and the First Mortgage Loan Documents shall mean, respectively, the Permanent Loan, the <br /> Permanent Note and the Permanent Loan Documents. <br /> 10. Default by the Subordinate Lender or Senior Lender. <br /> If the Subordinate Lender or Senior Lender defaults in performing or observing any of the <br /> terms, covenants or conditions to be performed or observed by it under this Agreement, the other, <br /> non-defaulting lender shall have the right to all available legal and equitable relief. <br /> 11. Notices. <br /> Each notice, request, demand, consent, approval or other communication (hereinafter in this <br /> Section referred to collectively as "notices" and referred to singly as a"notice") which the Senior <br /> Lender or the Subordinate Lender is required or permitted to give to the other party pursuant to this <br /> Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: <br /> (a)personally delivered with proof of delivery thereof(any notice so delivered shall be deemed to <br /> have been received at the time so delivered); or (b) sent by Federal Express (or other similar <br /> national overnight courier) designating early morning delivery (any notice so delivered shall be <br /> deemed to have been received on the next Business Day following receipt by the courier); or <br /> (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a <br /> post office regularly maintained by the United States Postal Service (any notice so sent shall be <br /> deemed to have been received two days after mailing in the United States), addressed to the <br /> respective parties as follows: <br /> SENIOR LENDER(Prior to Conversion): BORROWER: <br /> Bank of America,N.A. Santa Ana Arts Collective, L.P. <br /> (Page-12) <br /> LEGAL_U5_W#90627312.2 <br />