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such consent or approval may be granted or denied by the Subordinate Lender in its sole and <br /> absolute discretion,unless otherwise expressly provided in this Agreement. <br /> (d) Further Assurances. The Subordinate Lender, the Senior Lender and the <br /> Borrower each agree, at the Borrower's expense, to execute and deliver all additional <br /> instruments and/or documents reasonably required by any other party to this Agreement in <br /> order to evidence that the Subordinate Mortgage is subordinate to the lien, covenants and <br /> conditions of the First Mortgage, or to further evidence the intent of this Agreement. <br /> (e) Amendment. This Agreement shall not be amended except by written <br /> instrument signed by all parties hereto. <br /> (t) Governing Law. This Agreement shall be governed by the laws of the State <br /> in which the Property is located. <br /> (g) Severable Provisions. If any provision of this Agreement shall be invalid or <br /> unenforceable to any extent, then the other provisions of this Agreement, shall not be <br /> affected thereby and shall be enforced to the greatest extent permitted by law. <br /> (b) Term. The term of this Agreement shall commence on the date hereof and <br /> shall continue until the earliest to occur of the following events: (i)the payment of all of the <br /> principal of, interest on and other amounts payable under the First Mortgage Loan <br /> Documents; (ii)the payment of all of the principal of,interest on and other amounts payable <br /> under the Subordinate Loan Documents, other than by reason of payments which the <br /> Subordinate Lender is obligated to remit to the Senior Lender pursuant to Section 4 hereof; <br /> (iii) the acquisition by the Senior Lender of title to the Property pursuant to a foreclosure or <br /> a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the First <br /> Mortgage; or(iv) the acquisition by the Subordinate Lender of title to the Property pursuant <br /> to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale <br /> contained in,the Subordinate Mortgage, but only if such acquisition of title does not violate <br /> any of the terms of this Agreement. <br /> (i) Counterparts. This Agreement may be executed in any number of <br /> counterparts, each of which shall be considered an original for all purposes; provided, <br /> however, that all such counterparts shall together constitute one and the same instrument. <br /> [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] <br /> (Page-14) <br /> LEGAL_US_W#90627312.2 <br />