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consent of the Senior Lender in each instance, which shall not be unreasonably withheld, delayed or <br />conditioned, increase the amount of the Subordinate Loan, increase the required payments due <br />under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate <br />on the Subordinate Loan, or otherwise amend the Subordinate Loan's repayment terms in a manner <br />that creates an adverse effect upon the Senior Lender under the First Mortgage Loan Documents. <br />Any unauthorized amendment of the Subordinate Loan Documents or assignment of the <br />Subordinate Lender's interest in the Subordinate Loan without the Senior Lender's consent shall be <br />void ab initio and of no effect whatsoever. <br />10. Modification or Refinancing of First Mortgage Loan. <br />(a) Modification of First Mortgage Loan. The Subordinate Lender consents to any <br />agreement or arrangement in which the Senior Lender waives, postpones, extends, reduces or <br />modifies any provisions of the First Mortgage Loan Documents, including any provision requiring <br />the payment of money provided, however, that such consent does not extend to any provision <br />that increases the amount of the Senior Loan (other than pursuant to a protective advance <br />permitted by the First Mortgage Loan Documents or applicable law); increases the interest rate, <br />except as set forth in the First Mortgage Loan Documents as in effect on the date hereof; or <br />decreases the term of the Senior Loan; or otherwise amends the First Mortgage Loan's <br />repayment terms in a manner that creates an adverse effect upon the Subordinate Lender under <br />the Subordinate Loan Documents; all of which shall require advance written consent of <br />Subordinate Lender. However, Subordinate Lender agrees that it shall not unreasonably withhold <br />its consent to any such modification. <br />(b) Refinancing of First Mortgage Loan. Subordinate Lender further agrees that <br />its agreement to subordinate hereunder shall extend to any new mortgage debt, in an amount not <br />greater than the existing balance of the Senior Loan which is for the purpose of refinancing all or <br />any part of the First Mortgage Loan (including reasonable and necessary costs associated with <br />the closing and/or the refinancing) provided, however, that such consent shall not extend to any <br />refinancing provision that increases the interest rate or decreases the tens of the Senior Loan. <br />However, Subordinate Lender agrees that it shall not unreasonably withhold consent to any such <br />modification. In the event of new mortgage debt for the purposes of refinancing meeting the <br />requirements of this Section 10(b), Subordinate Lender shall execute and deliver to Senior <br />Lender a new subordination agreement on the same terms and conditions as this Agreement. <br />11. Default by the Subordinate Lender or Senior Lender. <br />If the Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, <br />covenants or conditions to be performed or observed by it under this Agreement, the other, non -defaulting <br />lender shall have the right to all available legal and equitable relief. <br />12. Notices. <br />Each notice, request, demand, consent, approval or other communication (hereinafter in this Section <br />referred to collectively as "notices" and referred to singly as a "notice") which the Senior Lender or the <br />Subordinate Lender are required or permitted to give to the other party pursuant to this Agreement shall be in <br />writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of <br />delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or <br />(b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery <br />(any notice so delivered shall be deemed to have been received on the next Business Day following receipt <br />by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage <br />prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be <br />deemed to have been received two days after mailing in the United States), addressed to the respective <br />parties as follows: <br />SMRH:485014366.4 -8- <br />ATTY/AGR/2018.029/MID PEN MOSIAC GARDENS - SUBORDINATION AGREEMENT <br />REV: 02-06-18 JS <br />