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9�— so4s�c� <br /> requires that Borrower and Subordinating Creditor enter into this Agreement for the benefit of <br /> Lender, and Borrower and Subordinating Creditor are willing to enter into this Agreement in order <br /> to induce Lender to make the Loans and grant its consent. <br /> E. The Subordinate Notes, the Subordinate Security Documents, any loan agreement, <br /> security agreement or guaranty executed in connection therewith, if any, together with any and <br /> all oth�r instruments, documents or agreements (including financing statements) evidencing, <br /> securing or otherwise executed in connection with any of the Subordinate Loans for the benefit <br /> of Subordinating Creditor, and any amendments thereto or extensions or modifications thereof <br /> heretofore or hereafter made, and the Option Agreements, Right of First Refusal Agreements, <br /> Debt Agreements and Real Estate Purchase and Sale Agreements, together with any and all other <br /> instruments, documents or agreements between Borrower and Subordinating Creditor of or <br /> affecting any of the Properiy, and any amendments thereto or extensions or modifications thereof <br /> heretofore or hereafter made, are collectively refened to herein as the "Subordinate Documents." <br /> AGREEMENT <br /> NOW, THEREFORE, in consideration of the foregoing and other good and valuable <br /> consideration, the receipt and sufficiency of which are hereby acknowledged, and in order for <br /> > <br /> Borrower to induce Lender to consent to the Subordinate Documents described in Elchibit B, and <br /> the Lender, the Borrower and the Subordinating Creditor acknowledging that Lender is not willing <br /> to make the Loans unless the parties enter into this Agreement, the Bonower represents and <br /> warrants to Lender that the Recitals are true and correct and the Subordinating Creditor represents <br /> and wanants to Lender that paragraphs B, D and E of the Recitals are true and correct, and <br /> 4922863 3 <br />