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AGREEMENTS:
<br /> 1. Subordination. Lessee hereby completely and unconditionally subjects
<br /> and subordinates any and all right, title, liens, claims; and interest it now has or hereafter
<br /> acquires in and to the Property whether pursuant to the Lease or otherwise to Lender's liens on
<br /> and claims against the Property. Lessee agrees that its subordination hereunder shall apply to the
<br /> full extent of all principal advanced under the Loan, together with all accrued and accruing
<br /> interest, and together with all other amounts secured by the Deed of Trust, including without
<br /> limitation, all attorneys' fees and costs incurred by Lender in connection with the Loan or the
<br /> Property. Lessee hereby agrees that the Deed of Trust and any and all claims or liens her
<br /> acquired by Lender in and to the Property are prior and superior to any and all right,title, claims,
<br /> liens, or interest now held or hereafter acquired by Lessee in and to the Property. This
<br /> subordination shall extend to any and all increases, renewals, extensions, modifications,
<br /> substitutions, and consolidations of the Deed of Trust, of the Loan, and of any other documents
<br /> securing the Loan, and Lender may, without notice or demand, and without affecting the
<br /> subordination hereunder, (a) renew, compromise, extend, accelerate, or otherwise change the
<br /> time for payment of or otherwise change the terms of the Loan or any part thereof, including,
<br /> without limitation, increases or decreases in the principal amount of the Loan and the interest
<br /> rate thereon, (b)waive or release any part of its lien on the Property, (c) apply proceeds from the
<br /> sale of the Property and direct the order or manner of sale thereof as Lender, in its discretion,
<br /> may determine,and(d) assign its rights hereunder or under the Loan, or both,in whole or in part.
<br /> Lessee further declares, agrees and acknowledges that, in making disbursements of the Loan,
<br /> Lender has no obligation or duty to,nor has Lender represented that it will,see to the application
<br /> of such proceeds by the person or persons to whom they are disbursed by Lender, and any
<br /> application or use of such proceeds for purposes other than those provided for in connection with
<br /> the Loan shall not defeat the subordination made in this Agreement,in whole or in part.
<br /> 2. ' Reliance. Lessee acknowledges that the Loan and/or advances thereof
<br /> would not have been made by Lender without the giving of this Agreement by Lessee and further
<br /> acknowledges that Lender is relying upon this Agreement in making the Loan and/or advances
<br /> thereof to Borrower.
<br /> 3. Transfer of Lease. Any transfer or encumbrance of the Lease or Lessee's
<br /> interest therein shall be subject to the terms of this Agreement. Lessee hereby agrees to notify
<br /> any purchaser,assignee, or encumbrancer of the Lease of the terms of this Agreement.
<br /> 4. Representations and Warranties. Lessee represents and warrants to Lender
<br /> that:
<br /> (a) The Lease is a commercial lease,is in full force and effect,and has
<br /> not been amended or modified in any way; and there are no documents or written agreements
<br /> between Lessee and Borrower with respect to the Lease,except those disclosed herein;
<br /> (b) Lessee's interests under the Lease have not been assigned or
<br /> transferred,whether for purposes of security or otherwise, and Lessee has all the requisite power
<br /> and authority to enter into this Agreement with Lender;
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<br /> 20380644
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