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<br /> 2.3 In making disbursements, Lender is under no obligation or duty to, nor has Lender
<br /> represented that it will, see to the application of the Loan proceeds; and
<br /> 2.4 Junior Lender intentionally and unconditionally waives, relinquishes, subjects, and
<br /> subordinates the liens; claims, rights, and charges of the Subordinated Loan Documents, and all present
<br /> and future indebtedness and obligations secured thereby, in favor of the Loan Documents and the lien,
<br /> claim, rights, and charge upon the Property of the Deed of Trust, and understands that in reliance upon,
<br /> and in consideration of, this waiver, relinquishment, subjection, and subordination, specific loans and
<br /> advances are being and will be made and, as part and parcel thereof, specific monetary and other
<br /> obligations are being and will be entered into, that would not be made or entered into but for Lender's and
<br /> Lender's reliance upon this waiver, relinquishment, subjection, and subordination.
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<br /> 2.5 Without the prior written consent of Lender, which may be given or withheld in Lender's
<br /> sole discretion, Junior Lender shall not declare a default under the Subordinated Loan Documents,
<br /> accelerate all or any portion of the Subordinated Loan or exercise any of its remedies (including, without
<br /> limitation, appointment of a receiver, foreclosure or accepting a deed in lieu thereof) under the
<br /> •Subordinated Loan Documents. Notwithstanding the foregoing, Junior Lender may accept a deed in -lieu
<br /> of foreclosure provided: (i) Junior Lender complies with sections 1.13(b) of the Deed of Trust as if Junior
<br /> Lender were a Buyer thereunder (except that the payment of an Assumption Fee provided for in
<br /> 1.13(b)(3) shall not be required); (ii) Junior Lender shall create a newly formed single purpose,
<br /> bankruptcy remote entity owned and controlled by Junior Lender to take title to the Property and Lender
<br /> shall have the right to approve or disapprove the proposed new entity; (iii) Junior Lender or a party
<br /> associated with Junior Lender, in either case subject to approval by Lender, in its sole discretion,
<br /> assumes the obligations of the current guarantor or indemnitor under its guaranty and indemnity
<br /> agreements in favor of Lender and the Junior Lender or such party associated with the Junior Lender, as
<br /> applicable, executes, without any cost or expense to Lender, a new guaranty or indemnity agreement in
<br /> form and substance satisfactory to Lender; (iv) any change property manager shall be approved by
<br /> Lender; and (v) Junior Lender shall reimburse Lender for all of Lender's out -of- pocket costs and'
<br /> expenses (including, without limitation, reasonable attorneys' fees and disbursements and Rating Agency
<br /> (as defined in the Deed of Trust) fees and 'expenses) incurred or anticipated to be incurred by Lender in
<br /> connection with a transfer of the Property to the new entity owned by Junior Lender, including, without
<br /> limitation, Lender's determination of whether Junior Lender has satisfied all of the conditions and
<br /> requirements set forth above.
<br /> 2.6 Junior Lender shall not consent to any amendment or modification of the Subordinated
<br /> Loan Documents, except for an extension of the maturity date of the Subordinated Loan.
<br /> 2.7 Junior Lender shall be permitted to receive and apply regularly scheduled payments of
<br /> principal and interest, and any prepayments of principal, in accordance with the terms of the
<br /> ' Subordinated Loan Documents, so long as, at the time of both the receipt and the application of such
<br /> payments, no event of default has occurred and is continuing under any of the Loan Documents, and no
<br /> event has occurred which, with the giving of notice or the passage of time or both, would constitute an
<br /> event of default under any of the Loan Documents. If, notwithstanding the provisions of this
<br /> Subordination Agreement, any payment or distribution of any character (whether in cash, securities, or
<br /> other property) shall be received by the Junior Lender out of or in connection with the Property in
<br /> contravention of the terms of this Subordination Agreement, and before all of the Loan shall have been
<br /> paid in full, such payment, distribution or security shall not be commingled with any asset of the Junior
<br /> Lender, shall be held in trust for the benefit of, and shall be paid over or delivered and transferred to, the
<br /> Lender or its representative, for application to the payment of the Loan remaining unpaid, until all of the
<br /> Loan shall have been paid in full.
<br /> 2.8 Junior Lender shall not further encumber the Property and if Junior Lender shall acquire
<br /> by indemnification, subrogation or otherwise any additional lien, estate, right or other interest in the
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