Finn

BACKGROUND

23 This Order discusses only the facts relevant to this discrete issue. The appellants in both 24 cases are Stephen Finn and Winery Rehabilitation, LLC (“WR”). The appellees are SVP and 25

27 1 Oral argument is unnecessary because the facts and legal arguments are adequately presented in SVC, the successors-in-interest to the Chapter 11 trustees of those entities’ bankruptcy estates. On May 17, 2012, the parties entered into two loan instruments. The first was a Loan and Security Agreement (the “Loan Agreement”) under which Silicon Valley Bank would give loans to the appellees secured by liens on and security interests in their property. See Opening Brief (“Op. Br.”) [Dkt. No. 8] Ex. A [Dkt. No. 8-2] at 5–6. WR is Silicon Valley Bank’s successor-in- interest on the Loan Agreement. Id. at 5. Under the Loan Agreement, WR claims it is “entitled to reimbursement of attorneys’ fees and expenses in connection with claims asserted against [WR] arising from or relating to the Loan Agreement.” Id. Ex. B [Dkt. No. 8-3] at 7. The second instrument, subordinated to the first, was a Subordinated Secured Grid Promissory Note (the…