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6.A. - Page 13 of 24 <br />8. Rights and Obligations of the Subordinate Lender Under the Subordinate <br />Loan Documents and of the 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. The Subordinate Lender shall not, <br />without the prior written consent of the Senior Lender in each instance, take any action <br />which has the effect of increasing the indebtedness outstanding under, or secured by, the <br />Subordinate Loan Documents, except that the Subordinate Lender shall have the right to <br />advance funds to cure Senior Loan Defaults pursuant to Section 6(a) above and advance <br />funds pursuant to the Subordinate Security Instrument for the purpose of paying real estate <br />taxes and insurance premiums, making necessary repairs to the Property and curing other <br />defaults by the Borrower under the Subordinate Loan Documents. <br />(b) Condemnation or Casualty. In the event of a taking or <br />threatened taking by condemnation or other exercise of eminent domain of all or a portion <br />of the Property (collectively, a "Taking") or the occurrence of a fire or other casualty <br />resulting in damage to all or a portion of the Property (collectively, a "Casualty"), at any time <br />or times when the Senior remains a lien on the Property, the following provisions shall apply: <br />(i) The Subordinate Lender hereby agrees that its rights (under <br />the 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 be <br />and remain subordinate in all respects to the Senior Lender's rights under the Senior <br />Loan Documents with respect thereto, and the Subordinate Lender shall be bound by <br />any settlement or adjustment of a claim resulting from a Taking or a Casualty made <br />by the Senior Lender; provided, however, this subsection and/or anything contained <br />in this Agreement shall not limit the rights of the Subordinate Lender to file any <br />pleadings, documents, claims or notices with the appropriate court with jurisdiction <br />over the proposed Taking and/or Casualty; and <br />(ii) all proceeds received or to be received on account of a Taking <br />or a Casualty, or both, shall be applied (either to payment of the costs and expenses <br />of repair and restoration or to payment of the Senior Loan) in the manner determined <br />by the Senior Lender in its sole discretion; provided, however, that if the Senior <br />Lender elects to apply such proceeds to payment of the principal of, interest on and <br />other amounts payable under the Senior Loan, any proceeds remaining after the <br />satisfaction in full of the principal of, interest on and other amounts payable under <br />the Senior Loan shall be paid to, and may be applied by, the Subordinate Lender in <br />accordance with the applicable provisions of the Subordinate Loan Documents, <br />provided however, the Senior Lender agrees to consult with the Subordinate Lender <br />in determining the application of Casualty proceeds, provided further however that in <br />the event of any disagreement between the Senior Lender and the Subordinate Lender <br />over the application of Casualty proceeds, the decision of the Senior Lender, in its sole <br />discretion, shall prevail. <br />REV: 12-06-18 VR <br />Page 10 of 21 <br />ATTY/AGR.2018.274/KGF Hallmark 19 <br />