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200309588 <br />WHEREAS, to induce the Lessor to make said Lease, the Undersigned has <br />agreed with the Lessor to subordinate to the lien of the Lease, all right, title and interest <br />of the Undersigned, including the Encumbrance and /or Mortgage, in and to all or any <br />part of the Equipment; and <br />WHEREAS, The Undersigned requires and the Lessor has agreed to provide <br />notice of any default under the lease and to grant to Undersigned the Right to Cure any <br />default under the Lease. <br />NOW, THEREFORE, in consideration of the premises and of the sum of One <br />Dollar ($1.00) paid by the Lessor to the Undersigned at or before delivery of this <br />Agreement, the receipt of which is hereby acknowledged, the Undersigned hereby <br />covenants and agrees with the Lessor that <br />1. the interest of the Undersigned in the Equipment set forth in the Encumbrance <br />and /or Mortgage and any extensions, renewals and modifications thereof and all <br />proceeds and insurance proceeds and any and all of the rights, options, liens and <br />charges therein contained or created thereunder or thereby and all other right, title <br />and interest of the Undersigned in said Equipment shall be and shall continue to be <br />subject and subordinate in priority to the lien of the Lease, to the extent of said <br />Lease, whether heretofore or hereafter advanced, and to all sums which may be <br />advanced for the payment of insurance premiums and otherwise as contemplated by <br />the terms of the Lease, together with interest as provided by the Lease. <br />2. Nothing herein, shall restrict the Undersigned from enforcing its rights in and to the <br />Equipment under the Encumbrance and /or Mortgage, subject to the rights of the <br />Lessor under the Lease and this agreement. <br />3. In the event that the Lessor acquires ownership of the Equipment free of the Lease <br />and the Undersigned acquires ownership of the Real Property, the Lessor agrees to <br />remove the Equipment upon thirty (30) days written notice to the Lessor from the <br />Undersigned.] <br />4. Regardless of any provisions of the Lease, as amended, or any other agreement to <br />the contrary, Lessor shall not declare the Lease to be in default until at least thirty <br />days after receipt by the Undersigned of notice of any events of default under the <br />Lease. Lessor agrees to accept performance of the obligations of the Lessee under <br />the Lease by the Undersigned as an acceptable cure of the prospective default of <br />the Lease. <br />THIS AGREEMENT may not be changed or terminated orally and shall bind and <br />insure to the benefit of the Lessor and the Undersigned and their respective heirs, <br />personal representatives, successors and assigns. <br />2 <br />