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9 <br />9. Rights and Obligations of Subordinate Lender under the Subordinate Loan <br />Documents and of Senior Lender under the Senior Loan Documents. <br />Subject to each of the other terms of this Agreement, all of the following provisions shall <br />supersede any provisions of the Subordinate Loan Documents covering the same subject matter: <br />(a) Protection of Security Interest. Subordinate Lender shall not, without <br />the prior written consent of Senior Lender in each instance, take any action which has the <br />effect of increasing the indebtedness outstanding under, or secured by, the Subordinate <br />Loan Documents, except that Subordinate Lender shall have the right to advance funds to <br />cure Senior Security Instrument Defaults pursuant to Section 7(a) above and advance <br />funds pursuant to the Subordinate Mortgage for the purpose of paying real estate taxes <br />and insurance premiums, making necessary repairs to the Mortgaged Property and curing <br />other defaults by Borrower under the Subordinate Loan Documents. <br />(b) Condemnation or Casualty. In the event of: a taking or threatened taking <br />by condemnation or other exercise of eminent domain of all or a portion of the <br />Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other <br />casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a <br />"Casualty"), at any time or times when the Senior Security Instrument remains a lien on <br />the Mortgaged Property the following provisions shall apply: <br />(1) Subordinate Lender hereby agrees that its rights (under the <br />Subordinate Loan Documents or otherwise) to participate in any proceeding or <br />action relating to a Taking and/or a Casualty, or to participate or join in any <br />settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall <br />be and remain subordinate in all respects to Senior Lender's rights under the <br />Senior Loan Documents with respect thereto, and Subordinate Lender shall be <br />bound by any settlement or adjustment of a claim resulting from a Taking or a <br />Casualty made by or with the written consent of Senior Lender; and <br />(2) all proceeds received or to be received on account of a Taking or a <br />Casualty, or both, shall be applied (to payment of the costs and expenses of repair <br />and restoration and/or to payment of the Senior Security Instrument) in the <br />manner determined by Senior Lender in its sole discretion; provided, however, <br />that if Senior Lender elects to apply such proceeds to payment of the principal of, <br />interest on and other amounts payable under the Senior Security Instrument, any <br />proceeds remaining after the satisfaction in full of the principal of, interest on and <br />other amounts payable under the Senior Security Instrument shall be paid to, and <br />may be applied by, Subordinate Lender in accordance with the applicable <br />provisions of the Subordinate Loan Documents. Any proceeds then remaining <br />after the satisfaction in full of the principal of, interest on and other amounts <br />payable under the Subordinate Loan Documents shall be paid by the Subordinate <br />Lender to Borrower. <br />(c) No Modification of Subordinate Loan Documents. Borrower and <br />Subordinate Lender each agrees that, until the principal of, interest on and all other <br />US.113590860.01 <br />