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subject to the provisions of this Agreement, to permit the Subordinate Lender to record or retain the <br />Regulatory Agreement, the Subordinate Mortgage and other recordable Subordinate Loan <br />Documents against the Property (which, with the exception of the Regulatory Agreement, shall be <br />subordinate in all respects to the lien of the First Mortgage) to secure the Borrower's obligation to <br />repay the Subordinate Note and all other obligations, indebtedness and liabilities of the Borrower to <br />the Subordinate Lender under and in connection with the Subordinate Loan. Such permission is <br />subject to the condition that each of the representations and warranties made by the Borrower and <br />the Subordinate Lender in Section 3 is true and correct on the date of this Agreement. If any of the <br />representations and warranties made by the Borrower and the Subordinate Lender in Section 3 is not <br />true and correct on the date of this Agreement, the provisions of the First Mortgage Loan <br />Documents and/or the Permanent: Loan Documents applicable to unpermitted liens on the Property <br />shall apply. <br />3. Borrower's and Subordinate Lender's Representations and Warranties. <br />The Borrower and Subordinate Lender (except with respect to Section 3(e), which is only <br />made by Borrower) each makes the following representations and warranties to the Senior Lender: <br />(a) Relationship of Borrower to Subordinate Lender and Senior Lender. <br />The Subordinate Lender is not an Affiliate of the Borrower and is not in possession of any <br />facts which would lead it to believe that the Senior Lender is an Affiliate of the Borrower. <br />(b) Term. The term of the Subordinate Note does not end before the term of the <br />First Mortgage Note or the Permanent Note. <br />(c) Subordinate Loan Documents. The executed Subordinate Loan <br />Documents are substantially in the same forms as those reviewed by Senior Lender prior to <br />the date of this Agreement. Upon execution and delivery of the Subordinate Loan <br />Documents, Borrower shall deliver to Senior Lender an executed copy of each of the <br />Subordinate Loan Documents, certified to be true, correct and complete. <br />(d) First Mortgage Loan Documents. The executed First Mortgage Loan <br />Documents will be substantially in the same forms as those reviewed by Subordinate Lender <br />prior to the date of this Agreement. Upon execution and delivery of the First Mortgage <br />Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of <br />the First Mortgage Loan Documents, certified to be true, correct and complete. <br />4. Terms of Subordination. <br />(a) Agreement to Subordinate. The Senior Lender and the Subordinate <br />Lender agree that: (i) the indebtedness evidenced by the Subordinate Loan Documents is <br />and shall be subordinated in right of payment, to the extent and in the manner provided in <br />this Agreement to the prior payment in full of the indebtedness evidenced by the First <br />(Page -5) <br />LEGAL_US_W # 90627312.2 <br />