JAMBOREE HOUSING CORPORATION (2)

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(n) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, Subordinating Party's rights in and to the leases and rents of the Property shall be subject and subordinate to the rights of Bank to same; and (o) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, the occurrence of an Event of Default under the Loan Documents shall not in and of itself constitute a default or an event of default under any of the Subordinating Party's Loan Documents unless the occurrence of such event shall constitute a separate default under the Subordinating Party's Loan Documents. (p) The subordination of the Subordinating Party's Loan shall continue in the event that any payment with respect to any Loan Document (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, a receiver or other similar party under any bankruptcy, insolvency or receivership or similar law under any bankruptcy, insolvency, receivership or similar proceeding. In such event, the Loan or any part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding to the extent of any repayment, return or other action, as if such payment on account of the Loan had not been made. (q) Subordinating Party shall not commence in or join with any other creditor in commencing any bankruptcy, insolvency, receivership or similar proceeding involving Borrower and Subordinating Party shall not initiate any action, motion or request in any such proceeding involving any other person or entity, which seeks the consolidation of some or all of the assets of Borrower into such proceeding. In the event of any such proceeding relating to Borrower or the Property or, in the event of any such proceeding relating to any other person or entity into which (notwithstanding the covenant in the first sentence of this clause) the assets or interests of Borrower are consolidated, then in either event, the Loan shall first be paid in full before Subordinating Party shall be entitled to receive or retain any payment or distribution with respect to the Subordinating Party's Loan. Subordinating Party agrees that (i) the Bank shall receive all payments and distributions of every kind or character in respect of the Subordinating Party's Loan to which the Subordinating Party would otherwise be entitled, before the subordination provisions of this Agreement (including, without limitation, any payments or distributions during the pendency of any bankruptcy, insolvency, receivership or similar proceeding involving Borrower or the Property) until the Loan is repaid In full, and (ii) the subordination of the Subordinating Party's Loan and the Subordinating Party's Security Documents shall not be affected in any way by the Bank electing, under Section 1111(b) of the Federal Bankruptcy Code, to have its claim treated as being a fully secured claim. In addition, Subordinating Party hereby covenants and agrees that, in connection with such a proceeding involving Borrower, neither Subordinating Party nor any of its affiliates shall (i) make or participate in a loan facility to or for the benefit of Borrower on a basis that is senior to or pari passu with the liens and interests held by Bank pursuant to the Loan Documents and (ii) not contest the continued accrual of interest on the Loan, in accordance with and at the rate specified in the Loan Documents, both for periods before and for periods after commencement of such proceedings. 12. ATTORNEYS' FEES. If either Subordinating Party or Bank shall bring an action against the other by reason of the breach of any covenant, provision, or condition of this Agreement, or otherwise arising out of this Agreement, the unsuccessful party shall pay to the prevailing party reasonable attorneys' fees, which fees shall be payable whether or not any action is prosecuted to judgment. The term "prevailing party" shall include, without limitation, a party who brings an action against the other by reason of the other's breach or default and obtains substantially the relief sought, whether by compromise, settlement, orjudgment. 13. ESTOPPEL CERTIFICATES. Either party shall, within twenty (20) days following the other party's written request therefor, execute and deliver to such requesting party an estoppel certificate in form and substance reasonably satisfactory to the requesting party. 7- 4821-4251-8639v.4 0096250-000012