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<br />5
<br />Subordination Agreement
<br />4917-4736-5298
<br />consent, commence any action or file any motion, claim, obligation, notice or application or take any other
<br />action in any Proceeding by or against the Borrower or any other obligor without the prior written consent
<br />of Senior Lender; (2) Senior Lender may vote in any such Proceeding any and all claims of Subordinate
<br />Lender against the Borrower or any other obligor, and Subordinate Lender hereby appoints Senior Lender
<br />as its agent, and grants to Senior Lender an irrevocable power of attorney coupled with an interest, and its
<br />proxy, for the purpose of exercising any and all rights and taking any and all actions available to Subordinate
<br />Lender in connection with any case by or against the Borrower or any other obligor in any Proceeding,
<br />including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan,
<br />and to make any election under Section 1111(b) of the Bankruptcy Code; and (3) Subordinate Lender shall
<br />not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good
<br />faith or any valuations of the Property or any other Collateral, or any portion of the foregoing, or other
<br />Senior Indebtedness collateral submitted by Senior Lender in good faith, in such Proceeding or take any
<br />other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of
<br />adequate protection (as that term is defined in the Bankruptcy Code). Notwithstanding anything herein to
<br />the contrary, the Senior Lender shall provide or withhold its consent hereunder as directed by the
<br />Controlling Person.
<br />(c) Subordinate Lender agrees that Senior Lender does not owe any fiduciary duty to
<br />Subordinate Lender in connection with the administration of the Senior Indebtedness and the Senior Loan
<br />Documents and Subordinate Lender agrees not to assert any such claim. Subordinate Lender acknowledges
<br />that Senior Lender shall have the sole discretion to exercise or not exercise the rights set forth in this
<br />Agreement from time to time; and that such rights may be exercised solely in the interest of Senior Lender
<br />and without regard to the interest of Subordinate Lender in any action or proceeding, including in
<br />connection with any Proceeding.
<br />6. Payment Set Aside. To the extent any payment under any of the Senior Loan Documents
<br />(whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set -off, or
<br />otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver
<br />or other similar party under the Bankruptcy Code or any federal or state bankruptcy, insolvency,
<br />receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or
<br />other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied shall be
<br />deemed to be reinstated and outstanding as if such payment had not occurred.
<br />7. Casualty and Condemnation Proceeds. Subordinate Lender agrees it shall have no right to
<br />participate in the adjustment of the proceeds of insurance payable as the result of any casualty to the
<br />Improvements, or to participate in any manner whatsoever in activities relating to restoration or
<br />reconstruction of the Improvements, and Senior Lender shall have the exclusive right to receive, administer
<br />and apply all such proceeds as set forth in the Senior Loan Documents. In the event Senior Lender shall
<br />release, for the purposes of restoration of all or any part of the Property, its right, title and interest in and to
<br />the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or
<br />its right, title and interest in and to other compensation made for any damages, losses or compensation for
<br />other rights by reason of a taking in eminent domain, Subordinate Lender shall simultaneously release for
<br />such purpose all of Subordinate Lender's right, title and interest, if any, in and to all such insurance proceeds,
<br />awards or compensation. Subordinate Lender agrees that the balance of such proceeds remaining after such
<br />restoration, or all of such proceeds in the event such proceeds are not released for any such restoration
<br />pursuant to the Senior Loan Documents, shall be applied to the payment of amounts due under the Senior
<br />Loan Documents until all such amounts have been indefeasibly paid in full, prior to being applied to the
<br />payment of any amounts due under the Subordinate Loan Documents. If Senior Lender holds such
<br />proceeds, awards or compensation and/or monitors the disbursement thereof, Subordinate Lender agrees
<br />that Senior Lender shall also hold and monitor the disbursement of such proceeds, awards and compensation
<br />to which Subordinate Lender is or may be entitled. Nothing contained in this Agreement shall be deemed
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