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EXHIBIT 4 <br />14. GOVERNING JURISDICTION. This Agreement shall be governed by the laws of the <br />State of California and shall be binding upon, and shall inure to the benefit of, the parties to this <br />Agreement and their respective successors and assigns. <br />15. SEVERABILITY. In case one or more of the provisions contained in this Agreement shall <br />for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or <br />unenforceability shall not affect any other provisions hereof and this Agreement shall be construed as if <br />such invalid, illegal or unenforceable provision had never been contained herein unless the effect thereof <br />would materially alter the benefits or burdens hereof to the parties hereto. <br />16. THIRD PARTIES. Subordinating Party recognizes that Bank may show copies of this <br />Agreement to other institutional lenders who are interested in the matters covered in this Agreement and <br />Subordinating Party agrees that such other institutional lenders may also materially rely upon the <br />representations, warranties and agreements made by the Subordinating Party in this Agreement. <br />17. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, <br />each of which shall be deemed an original but all of which together shall constitute but one and the same <br />instrument. <br />[Signature page follows] <br />-8- <br />4821-4251-8639v.30096250-000012 25L-150 <br />