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<br />6 <br />Subordination Agreement <br />4917-4736-5298 <br />to require Senior Lender, in any way whatsoever, to act for or on behalf of Subordinate Lender or to hold <br />or monitor any proceeds, awards or compensation in trust for or on behalf of Subordinate Lender. <br />8. Indemnification and Subrogation. If Subordinate Lender or any affiliate shall acquire, by <br />indemnification, subrogation or otherwise, any lien, estate, right or other interest in the Property, that lien, <br />estate, right or other interest shall be subordinate to the Senior Mortgage and the other Senior Loan <br />Documents as provided herein, and Subordinate Lender or such affiliate hereby waives, until all amounts <br />owed under the Senior Loan Documents have been indefeasibly paid in full, the right to exercise any and <br />all such rights it may acquire by indemnification, subrogation or otherwise. <br />9. Subordination Effective. This Agreement, the subordination effected hereby, and the <br />respective rights and priorities of the parties hereto in and to the Property, shall be effective as stated herein, <br />notwithstanding any modification or amendment of any Senior Loan Document (other than any <br />modification or amendment of any Senior Loan Document that increases the amount of indebtedness to <br />which the Subordinate Indebtedness is subordinate for reasons other than protective advances or costs of <br />Senior Lender), or the obtaining by Senior Lender or Subordinate Lender of any additional document <br />confirming, perfecting or otherwise affecting the Senior Loan Documents, or the Subordinate Loan <br />Documents, as the case may be. <br />10. Amendments of Subordinate Loan Documents and Senior Loan Documents. The Borrower <br />and Subordinate Lender agree that they will not enter into any amendment, modification or supplement to <br />any of the Subordinate Loan Documents without the express prior written consent of Senior Lender (the <br />Senior Lender shall provide or withhold its consent hereunder as directed by the Controlling Person, which <br />consent shall not be unreasonably withheld). No consent of Subordinate Lender shall be required for any <br />amendment, modification or supplement to any of the Senior Loan Documents, pro vided that no <br />amendment, modification or supplement to any of the Senior Loan Documents shall increase the amount <br />of indebtedness to which the Subordinate Loan Documents are subordinate other than increases resulting <br />from protective advances or costs of Senior Lender. <br />11. Notice of Defaults. Subordinate Lender hereby agrees to give notice to Senior Lender of <br />any default (or event that, with the giving of notice or passage of time, or both, would constitute a default) <br />under the Subordinate Loan Documents. <br />12. Cross Default. The Borrower and Subordinate Lender agree that a default under the <br />Subordinate Loan Documents or Subordinate Lender’s default hereunder shall, at the election of Senior <br />Lender (which election shall be based on the written direction of the Controlling Person), constitute a <br />default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or <br />remedies under the Senior Loan Documents in the same manner as in the case of any other default under <br />the Senior Loan Documents. If Subordinate Lender notifies Senior Lender in writing that any default under <br />the Subordinate Loan Documents has been cured or waived, as determined by Subordinate Lender in its <br />sole discretion, then provided that Senior Lender has not conducted a foreclosure or exercised its rights <br />with respect to the power of sale of the Property pursuant to its rights under the Senior Loan Documents, <br />any default under the Senior Loan Documents arising solely from such default under the Subordinate Loan <br />Documents shall be deemed cured, and the Senior Indebtedness shall be reinstated. <br />13. Further Assurances. The parties hereto shall cooperate fully with each other in order to <br />carry out promptly and fully the terms and provisions of this Agreement. Each party hereto shall from time <br />to time execute and deliver such other agreements, documents or instruments and take such other actions <br />as may be reasonably necessary or desirable to effectuate the terms of this Agreement.