RecD08 2008-042417 - Laserfiche WebLink

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shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Default had never occurred. 7. Conflict The Borrower, the Swap Provider and the Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of the Swap Provider and the Subordinate Lender in the Property; (b) the timing of the exercise of remedies by the Swap Provider and the Subordinate Lender under the Senior Security Instrument and the Subordinate Security Instrument, respectively; and (c) solely as between the Swap Provider and the Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which the Swap Provider and the Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Default or Subordinate Loan Default, as the case may be; give the Borrower the right to notice of any Senior Default or Subordinate Loan Default, as the case may be other than that, if any, provided, respectively under the Senior Documents or the Subordinate Loan Documents; or create any other right or benefit for Borrower as against Swap Provider or Subordinate Lender. 8. Rights and Obligations of the Subordinate Lender Under the Subordinate Loan Documeuts and of the Swap Provider under the Senior Documents. Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter: (a) Protection of Security Interest. The Subordinate Lender shall not, without the prior written consent of the Swap Provider in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that the Subordinate Lender shall have the right to advance funds to cure Senior Defaults pursuant to Section 6(a) above and advance funds pursuant to the Subordinate Security Instrument for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Property and curing other defaults by the Borrower under the Subordinate Loan Documents. (b) Condemnation or Casualty. In the event of a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Property (collectively, a "Taking") or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Property (collectively, a "Casualty"), at any time or times when the Senior Security Instrument remains a lien on the Property, the following provisions shall apply: (i) The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the Swap Provider's rights under the Senior Documents with respect thereto, and the Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by the Swap Provider; provided, however, this 8