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<br /> <br />Subordination Agreement (City of Santa Ana) Form 6456 Page 16 <br />Fannie Mae 08-13 © 2013 Fannie Mae <br /> [Crossroads at Washington] <br />4870-7010-6914v.2 0017787-000542 <br />(e) Amendment. <br />This Agreement shall not be amended except by written instrument signed by all parties <br />hereto. <br />(f) Governing Law. <br />This Agreement shall be governed by the laws of the jurisdiction in which the Mortgaged <br />Property is located without giving effect to any choice of law provisions thereof that would result <br />in the application of the laws of another jurisdiction. Senior Lender, Subordinate Lender and <br />Borrower agree that any controversy arising under or in relation to this Security Instrument shall <br />be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The state <br />and federal courts and authorities with jurisdiction in such locale shall have exclusive jurisdiction <br />over all controversies that arise under or in relation to this Agreement. The parties hereto <br />irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation and <br />waive any other venue to which any might be entitled by virtue of domicile, habitual residence or <br />otherwise. <br />(g) Severable Provisions. <br />If any provision of this Agreement shall be invalid or unenforceable to any extent, then the <br />other provisions of this Agreement, shall not be affected thereby and shall be enforced to the <br />greatest extent permitted by law. <br />(h) Counterparts. <br />This Agreement may be executed in any number of counterparts, each of which shall be <br />considered an original for all purposes; provided, however, that all such counterparts shall together <br />constitute one (1) and the same instrument. <br />(i) Sale of Senior Loan. <br />Nothing in this Agreement shall limit Senior Lender’s (including any assignee or transferee <br />of Senior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The <br />Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the ot her <br />Loan Documents) may be sold one or more times without prior notice to Borrower. <br />[Remainder of Page Intentionally Blank] <br />EXHIBIT 7