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<br />4
<br />Subordination Agreement
<br />4917-4736-5298
<br />(c) Subordinate Lender agrees that Senior Lender shall have absolute power and
<br />discretion, without notice to Subordinate Lender, to deal in any manner with the Senior Indebtedness,
<br />including interest, costs and expenses payable by the Borrower to Senior Lender, and any security and
<br />guaranties therefor, including, but not by way of limitation, release, surrender, extension, renewal,
<br />acceleration, compromise or substitution; provided that Senior Lender shall not increase the principal
<br />amount of the indebtedness to which the Subordinate Loan Documents are subordinate (other than increases
<br />resulting from protective advances or payment of Senior Lender’s costs) without the prior written consent
<br />of Subordinate Lender, which consent shall not be unreasonably withheld or delayed.
<br />(d) Subordinate Lender further agrees that if at any time Subordinate Lender should
<br />commence any foreclosure proceeding, or commence any action to execute on any lien obtained by way of
<br />attachment or otherwise on the Property, or otherwise take any action proh ibited under Paragraph 3(a),
<br />Senior Lender shall (unless Senior Lender has consented to such action or remedy) be entitled to have the
<br />same vacated, dissolved and set aside by such proceedings at law or otherwise as Senior Lender may deem
<br />proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle
<br />Senior Lender to become a party to any proceedings at law or otherwise in or by which Senior Lender may
<br />deem it proper to protect its interests hereunder.
<br />(e) No act, omission, breach or other event under this Agreement shall defeat,
<br />invalidate or impair in any respect the absolute, unconditional and irrevocable subordination of the
<br />Subordinate Loan Documents to the Senior Loan Documents as provided in this Agreement.
<br />4. No Marshaling of Assets. Subordinate Lender specifically waives and renounces any right
<br />which it may have under any applicable statutes, whether at law or in equity, to require Senior Lender to
<br />marshal collateral or to otherwise seek satisfaction from any particular assets or properties of the Borrower
<br />or from any third party.
<br />5. Bankruptcy Matters.
<br />(a) The subordination provided for in this Agreement shall apply, notwithstanding the
<br />availability of other collateral to Senior Lender or the actual date and time of execution, delivery,
<br />recordation, filing or perfection of the Senior Mortgage or any lien securing the Subordinate Indebtedness
<br />(including the Subordinate Mortgage) and, insofar as Subordinate Lender is concerned, notwithstanding the
<br />fact that the Senior Indebtedness or any claim for the Senior Indebtedness may be subordinated, avoided or
<br />disallowed, in whole or in part, as against the Borrower or any other obligor under the Bankruptcy Code or
<br />other applicable federal or state law. In the event of any Proceeding, the Senior Indebtedness shall include
<br />all interest and fees accrued on the Senior Indebtedness, in accordance with and at the rates specified in the
<br />Senior Loan Documents, both for periods before and for periods after the commencement of such
<br />Proceeding, even if the claim for such interest and/or fees is not allowed as against the Borrower or any
<br />other obligor pursuant to applicable law.
<br />(b) Without the prior written consent of Senior Lender, Subordinate Lender shall not,
<br />and Subordinate Lender waives any and all right: (1) to request adequate protection (as that term is defined
<br />in the Bankruptcy Code) (and in the event any such adequate protection is awarded to Subordinate Lender,
<br />Subordinate Lender hereby assigns any adequate protection in the form of cash to Senior Lender and any
<br />adequate protection in the form of a lien on or security interest in the Property or any other Collateral is
<br />hereby subordinated to all of Senior Lender’s rights, liens or security interests in or to the Property and such
<br />other Collateral), (2) to file or support any motion for dismissal or relief from the automatic stay (as defined
<br />in the Bankruptcy Code), (3) to request any post-petition interest, (4) to request any sale of Borrower’s
<br />assets, or (5) to file, propose, support, accept or reject any plan of reorganization of Borrower. Subordinate
<br />Lender further agrees that, with respect to any Proceeding: (1) it shall not make any election, give any
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