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201000785 <br />New Senior Lender will not provide this financing without an agreement by Junior Lender to <br />subordinate its lien /security interest lien /security in the Property to the new interest of New Senior <br />Lender. <br />In consideration of the benefits to Junior Lender from the new financing on the Property provided by <br />New Senior Lender, Junior Lender agrees and declares as follows: <br />1. Subordination to New Senior Security Instrument <br />Junior Lender agrees that upon recordation of the New Senior Security Instrument, Junior Lender's <br />lien /security interest in the Property shall be unconditionally and forever inferior, junior and subordinate <br />in all respects to the lien /security interest of Senior Mortgagee's New Senior Security Instrument and all <br />obligations it secures. Junior Mortgagee irrevocably consents to and approves all provisions of the New <br />Senior Security Instrument and the terms of the obligations it secures. <br />2. No Subordination to Other Matters. <br />Junior Lender is subordinating its lien /security interest to the New Security Instrument only, and not to <br />other or future liens or security interests in the Property. Junior Lender has no obligation to consent to <br />future requests for subordination of its lien /security interest. <br />3. No Waiver of Notice. <br />By subordinating its lien /security instrument, Junior Lender is not waiving any rights it may have under <br />the laws of the State where the Property is located, or Federal law, to notice of defaults or other notices <br />or rights conferred by law to junior lienholders and mortgagees. <br />4. Successors and Assigns. <br />This Agreement shall be binding upon and be for the benefit of any successor or assignee of the New <br />Security Instrument or any successor of either of the parties. <br />5. Governing Law. <br />This Agreement shall be governed by the law of the State where the Property is located. <br />6. Reliance. <br />This Agreement can be relied upon by all persons having an interest in the Property or the New Senior <br />Security Instrument, <br />7. Entire Agreement; Amendments. <br />This Agreement represents the entire and complete agreement between Junior Lender and Senior <br />Lender. Any waiver, modification or novation of this Agreement must be in writing, executed by New <br />Senior Lender (or its successors or assigns) and Junior Lender (or its successors or assigns) and, if <br />this Agreement was recorded in the real estate records of the government entity in which the Property <br />is located, recorded in such real estate records, to be enforceable. <br />8. Acceptance. <br />New Senior Lender shall be deemed to have accepted and agreed to the terms of this Agreement by <br />recordation of this Agreement at or about the time New Senior Security Instrument is recorded. This <br />Agreement shall be void if not recorded within 90 days of the reference date first written above. <br />S, 1b0,Ch 1;z)0,,)r1 A.;p,,Omenf ('A1.0.50404) <br />Page 2 of 5 <br />