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12 <br />joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out <br />as a partner, agent or Affiliate of any other party hereto. <br />(c) Senior Lender's and Subordinate Lender's Consent. Wherever Senior <br />Lender's consent or approval is required by any provision of this Agreement, such <br />consent or approval may be granted or denied by Senior Lender in its sole and absolute <br />discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate <br />Lender's consent or approval is required by any provision of this Agreement, such <br />consent or approval may be granted or denied by Subordinate Lender in its sole and <br />absolute discretion, unless otherwise expressly provided in this Agreement. <br />(d) Further Assurances; UCC Financing Statements. Subordinate Lender, <br />Senior Lender and Borrower each agree, at Borrower's expense, to execute and deliver <br />all additional instruments and/or documents reasonably required by any other party to this <br />Agreement in order to evidence that the Subordinate Loan Documents are subordinate to <br />the lien, covenants and conditions of the Senior Loan Documents, or to further evidence <br />the intent of this Agreement. Senior Lender is hereby authorized to file any and all UCC <br />financing statement amendments required to reflect the priority of the Senior <br />Indebtedness. <br />(e) Amendment. This Agreement shall not be amended except by written <br />instrument signed by all parties hereto. <br />(f) Governing Law. This Agreement shall be governed by the laws of the <br />State in which the Mortgaged Property is located, except as, so long as the Senior loan is <br />insured or held by HUD, and solely as to rights and remedies of HUD, federal <br />jurisdiction may be appropriate pursuant to any federal requirements. The State courts, <br />and with respect to HUD's rights and remedies, federal courts, and governmental <br />authorities in the State in which the Mortgaged Property is located, shall have exclusive <br />jurisdiction over all controversies which shall arise under or in relation to the Subordinate <br />Loan Documents. Borrower irrevocably consents to service, jurisdiction, and venue of <br />such courts for any such litigation and waives any other venue to which it might be <br />entitled by virtue of domicile, habitual residence or otherwise. <br />(g) Severable Provisions. If any provision of this Agreement shall be invalid <br />or unenforceable to any extent, then the other provisions of this Agreement shall not be <br />affected thereby and shall be enforced to the greatest extent permitted by law. <br />(h) Term. The term of this Agreement shall commence on the date hereof and <br />shall continue until the earliest to occur of the following events: (i) the payment of all of <br />the principal of, interest on and other amounts payable under the Senior Loan <br />Documents; (ii) the payment of all of the principal of, interest on and other amounts <br />payable under the Subordinate Loan Documents, other than by reason of payments which <br />Subordinate Lender is obligated to remit to Senior Lender pursuant to Section 5 hereof; <br />(iii) the acquisition by Senior Lender of title to the Mortgaged Property pursuant to a <br />foreclosure; or (iv) the acquisition by Subordinate Lender of title to the Mortgaged <br />Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a <br />US.113590860.01 <br />