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4. In the event of foreclosure on the Property, the Senior Lienholder Deed of Trust shall be prior and superior to the rights of the Subordinate Lienholder. 5. The Senior Lienholder and the Subordinate Lienholder declare, agree and acknowledge that: (a) Subject to subparagraph (b) below, and only as separate and independent covenant and not as a condition to the continued effectiveness of the covenants and agreements as set forth, each of the Subordinate Lienholder and the Senior Lienholder (each, a "Lender") agrees that it shall not complete a foreclosure sale of the Property, or any portion thereof, or record a deed -in -lieu of foreclosure with respect to the Property, or any portion thereof, (each, a "Foreclosure Remedy') unless and until the other Lender ( "Notice Party") has first been given forty -five (45) days written notice of the default(s) or Event(s) of Default, giving rise to such Lender's right to complete such Foreclosure Remedy (a "Default Notice"), and the Notice Party has failed, within such forty -five (45) day period to cure such default(s) or Event(s) of Default; provided, however, that the Lender giving the Default Notice (the "Defaulted Lender") shall be entitled during such forty -five (45) day period to continue to pursue all of its rights and remedies under its respective loan documents, including but not limited to acceleration of its note (subject to the de- acceleration provisions set forth below), commencement and pursuit of foreclosure (but not completion of the foreclosure sale), any guaranty (subject to any notice and cure provisions contained therein), and/or any other loan document. All such notices shall be at the address noted below or at another address as each Lender may instruct the other Lender in writing from time to time. (b) It is the express intent of the parties hereunder that any Defaulted Lender's failure to give the notice described in subparagraph (a) above for any reason whatsoever shall not O act to impair or waive any remedy or right of such Defaulted Lender under this Agreement or any other loan document of such Defaulted Lender (except only completion of the Foreclosure Remedy), or (u) subject such Defaulted Lender to any liability whatsoever to any Notice Party for any loss, cost, or expense any such Notice Party may incur as a result of the failure to provide such notice to such Notice Party, or as a result of such Event(s) of Default giving rise to such Defaulted Lender's right to complete such Foreclosure Remedy. Nothing contained in this subparagraph (b) is intended to limit any Notice Party's rights to (1) injunctive relief to enforce the provisions of this Subordination Agreement, or (2) seek recovery of actual damages (excluding consequential damages) that are directly caused by completion of a Foreclosure Remedy without Notice Party receiving a thirty (30) day notice and opportunity to cure pursuant to California Civil Code Section 2924b or other applicable law. (c) Unless expressly prohibited by law, each Lender agrees to record a "Request for Notice," or similar appropriate document requesting notice of any foreclosure sale, in the office of the Recorder, and in the event a Defaulted Lender has failed to sooner provide notice to any Notice Party, the receipt of such notice of foreclosure sale by such Notice Party shall be deemed to be notice to the Notice Party as contemplated hereunder. Except as specifically provided herein, or otherwise agreed in writing, a Defaulted Lender's failure to give any such notice for any reason shall not act to impair or waive any remedy or right of such Defaulted Lender under this Subordination Agreement or any of such Defaulted Lender's loan documents. 4351 1 -0001.su(C ity.A gency)