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• • (c) The Junior Lender hereby agrees that the Junior Lender shall not make any election, give any consent, file any motion or take any other action in any case by or against the Borrower under the Bankruptcy Code without the prior written consent of the Lender. The Junior Lender hereby appoints the Lender as its agent, and grants to the Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower under the Bankruptcy Code, including without limitation, the right to vote to accept or reject a plan, to file a claim, to make any election under section 1111(b) of the Bankruptcy Code with respect to the Subordinated Loan Documents and to file a motion to modify the automatic stay with respect to the Subordinated Loan Documents. The Junior Lender hereby agrees that, upon the request of the Lender, the Junior Lender shall each do, execute, acknowledge and deliver to the Lender all and every such further acts, deeds, conveyances and instruments as the Lender may request for the better assuring and evidencing Of the foregoing appointment and grant. 7. Attorneys' Fees and Costs. If any party to this Subordination Agreement brings an action to interpret or enforce its rights under this Subordination Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys' fees as awarded in the action. 8. Governing Law. This Subordination Agreement is governed by the laws of the State of California, without regard to the choice of law rules of that state. • 9. Notices. All notices given under this Subordination Agreement shall be in writing and be given by personal delivery, overnight receipted courier (such as Federal Express) or by registered or certified United _States mail, postage prepaid, sent to the party at its address appearing below •its signature. Notices shall be effective upon the first to occur of receipt, when proper delivery is refused, or the expiration of forty -eight (48) hours after deposit in registered or certified United States mail as described • above. Addresses for notice may be changed by any party by notice to any other party in accordance with this Section. • • 10. Counterparts.. This Subordination Agreement may be executed in counterparts, and all counterparts constitute but one and the same document. • 11. Further Assurance. The Junior Lender hereby agrees that, within three (3) days after request by the Lender, the Junior Lender shall do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances and instruments, in recordable form, as the Lender may request for the better assuring and evidencing of the foregoing subordinations and agreements. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH MAY ALLOW THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR PURPOSES OTHER THAN IMPROVEMENT OF THE PROPERTY. [Signature on next page] • • -s-