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1.10 Lender has delivered to Subordinate Lenders true and complete copies of the Senior Loan Documents prior <br />to each Subordinate Lenders execution of this Agreement, and such documents have not been amended, <br />modified or supplemented in any way except as disclosed therein. <br />1.11 Each Subordinate Lender hereby consents to the Senior Loan, the terms and provisions of the Senior Loan <br />Documents and the execution and delivery by Owner to Lender of the Senior Loan Documents. <br />1.12 This Subordination Agreement shall be governed by, and construed in accordance with, the laws of the <br />State of California, without regard to the choice of law rules of that State, except to the extent that any of <br />such laws may now or hereafter be preempted by Federal law. Any action at law or in equity brought by <br />any party for the purpose of enforcing a right or rights provided for by this Subordination Agreement will be <br />tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the parties <br />waive all provisions of law providing for a change of venue in these proceedings to any other county. <br />Without limiting the generality of the foregoing, the parties hereby waive and agree not to assert by way of <br />motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) any such party is not subject <br />to the jurisdiction of the courts of the above -referenced state or the United States District Court for such state, <br />or (ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action, <br />or proceeding is improper. <br />This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which <br />together shall constitute and be construed as one and the same instrument. <br />Exhibit A is attached hereto and incorporated herein by this reference. <br />(Remainder of Page Lek Intentionally Blank.) <br />ATTY/AGR/2017.077/MHA WAVERLY PLACE -COUNTY SUBORDINATION AGREEMENT <br />REV: 04-07-17 JS -5- <br />