Common use of Payment Subordination Clause in Contracts

Payment Subordination. Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by Subordinate Lender of its rights and remedies with respect to the Premises in accordance with the terms of this Agreement, all of Junior Subordinate Lender’s rights to payment of the Junior Subordinate Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Subordinate Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Subordinate Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of Borrower to Senior Lender under the Senior Loan Documents are paid. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Subordinate Lender is entitled to receive any payment on account of the Junior Subordinate Loan. All payments or distributions upon or with respect to the Junior Subordinate Loan which are received by Junior Subordinate Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Subordinate Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Subordinate Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Subordinate Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a provided that no Continuing Senior Loan Event of Default is not outstandingshall then exist under the Senior Loan Documents, Junior Subordinate Lender may accept payments of any amounts due and payable from time to time that which Borrower is obligated to pay to Junior Subordinate Lender in accordance with the terms and conditions of the Junior Subordinate Loan Documents and Junior Subordinate Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior . (c) Subordinate Lender may take any Second Mortgage Enforcement Action which is permitted under Section 5 hereof; provided, however, that (i) Subordinate Lender shall, prior to commencing any Second Mortgage Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Subordinate Lender to commence such Second Mortgage Enforcement Action, Action and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Subordinate Lender shall provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Second Mortgage Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Second Mortgage Enforcement Action. . (d) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Subordinate Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Subordinate Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Subordinate Lender.

Payment Subordination. Except (a) Subject to Section 9(b), except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by a Mezzanine Lender of its rights and remedies with respect to its Separate Collateral in accordance with the terms of this Agreement, (A) all of Junior each Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Mezzanine Lender and the obligations evidenced by the Junior related Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by Documents (except for obligations resulting from amendments or modifications to the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred Documents prohibited pursuant to Section 7 hereof), and be continuing, then (i) Junior neither Mezzanine Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding proceeds received from a bona fide third party in connection with an Equity Collateral Enforcement Action, which proceeds may be retained by such Mezzanine Lender) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of Borrower to Senior Lender under the Senior Loan Documents are paid; and (B) all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of the rights of the Senior Mezzanine Lender to payment by the Senior Mezzanine Borrower of the Senior Mezzanine Loan and the obligations secured by the Senior Mezzanine Loan Documents (except for obligations resulting from amendments or modifications to the Senior Mezzanine Loan Documents prohibited pursuant to Section 7 hereof), and Junior Mezzanine Lender shall not (1) accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding proceeds received from a bona fide third party in connection with an Equity Collateral Enforcement Action, which proceeds may be retained by such Mezzanine Lender) from Borrower, the Premises or the Senior Mezzanine Borrower; and/or (2) receive proceeds from items identified in clauses (i) or (ii) of the definition of Separate Collateral (but excluding proceeds received from a bona fide third party in connection with an Equity Collateral Enforcement Action, which proceeds may be retained by such Mezzanine Lender) securing or guaranteeing the Senior Mezzanine Loan prior to the date that all obligations of the Senior Mezzanine Borrower to the Senior Mezzanine Lender under the Senior Mezzanine Loan Documents are paid. (b) If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, after giving effect to Mezzanine Lenders’ cure and purchase rights pursuant to Sections 11 and 13 below, Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower to become due to Senior Lender before either Mezzanine Lender is entitled to receive any payment on account of their respective Mezzanine Loans. Notwithstanding the foregoing, Senior Lender acknowledges and agrees that Mezzanine Lender shall be entitled to receive and collect any amounts in respect of the Separate Collateral that is not the Equity Collateral (including, without limitation, scheduled debt service and any amounts due to Mezzanine Lender under the Assignment of Interest Rate Cap). If a Proceeding shall have occurred and has not been dismissed or guarantor a Continuing Senior Mezzanine Loan Event of Default shall have occurred and is continuing, after giving effect to Junior Mezzanine Lender’s cure and purchase rights pursuant to Sections 11 and 13 below, except as otherwise provided herein, the Senior Mezzanine Lender shall be entitled to receive payment and performance in full of all amounts due or to become due under the Senior Mezzanine Loan Documents before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan, other than with respect to proceeds from Separate Collateral. All payments or distributions upon or with respect to the Junior a Mezzanine Loan which are received by Junior a Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior such Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender Lender, and in the case of such payments or distributions received by the Junior Mezzanine Lender, to the Senior Mezzanine Lender, in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance performance, first, of the Senior Loan in accordance with the terms of the Senior Loan Documents and then, in the case of such payments or distributions received by the Junior Mezzanine Lender, the Senior Mezzanine Loan in accordance with the terms of the Senior Mezzanine Loan Documents. Nothing contained herein shall prohibit the Junior a Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior its respective Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan or the Senior Mezzanine Loan at such time. time or exercising any of its rights or remedies under the related Assignment of Interest Rate Cap Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a) and (b), so long as a Proceeding has not occurred or a Continuing Senior Loan (i) provided that if after giving effect to each Mezzanine Lender’s cure and purchase rights pursuant to Sections 11 and 13, no Event of Default is not outstandingshall then exist under the Senior Loan Documents or, in the case of the Junior Mezzanine Loan, no Event of Default shall then exist under the Senior Mezzanine Loan Documents, a Mezzanine Lender may accept payments of any amounts (both current and delinquent) due and payable from time to time that which the applicable Mezzanine Borrower is obligated to pay to Junior such Mezzanine Lender in accordance with the terms and conditions of the Junior applicable Mezzanine Loan Documents and Junior such Mezzanine Lender shall have no obligation to pay over any such amounts to Senior Lender or, in the case of Junior Mezzanine Lender, the Senior Mezzanine Lender. So long as after giving effect to each Mezzanine Lender’s cure rights pursuant to Section 11, no Event of Default shall then exist under the Senior Loan Documents or, in the case of the Junior Mezzanine Loan, no Event of Default shall then exist under the Senior Mezzanine Loan Documents, a Mezzanine Lender may collect and receive any amounts in respect of its Separate Collateral that is not the Equity Collateral (including, without limitation, any amounts due to a Mezzanine Lender under the related Assignment of Interest Rate Cap Agreement). Nothing contained herein shall be deemed to prohibit a Mezzanine Lender from accepting payments from the applicable Mezzanine Borrower or any of its Affiliates (other than Borrower) to the extent that such amounts. Prior payments are sourced from such Mezzanine Borrower’s or such Affiliate’s own funds and are not directly or indirectly derived from any of the Premises, any other collateral for the Senior Loan or, in the case of the Junior Mezzanine Loan, the Senior Mezzanine Loan or any Proceeds thereof (it being understood and agreed that such Mezzanine Borrower shall in any event be entitled to retain funds sourced or derived from any of the Premises to the extent the same have previously been distributed to such Mezzanine Borrower provided such distribution was not in violation of the Senior Loan Documents or, in the case of the Junior Mezzanine Loan, the Senior Mezzanine Loan Documents or this Agreement). (d) A Mezzanine Lender may take any Equity Collateral Enforcement Action which is permitted under Section 5 hereof; provided, however, that (i) such Mezzanine Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender and, in the case of the Junior Mezzanine Lender, the Senior Mezzanine Lender, written notice of the default which would permit Junior such Mezzanine Lender to commence such Equity Collateral Enforcement Action, Action and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Mezzanine Lender shall provide Senior Lender and, in the case of the Junior Mezzanine Lender, the Senior Mezzanine Lender, with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise keep Senior Lender and, in the case of the Junior Mezzanine Lender, the Senior Mezzanine Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. . (e) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in not prohibited by, the Senior Loan Documents, be paid distributed to the Mezzanine Lenders for further application in accordance with the terms of each of the Mezzanine Loan Agreements (i) first, to or at the direction of Senior Mezzanine Lender until the Senior Mezzanine Loan has been paid in full, (ii) second, to or at the direction of the Junior LenderMezzanine Lender until the Junior Mezzanine Loan has been paid in full and (iii) third, to Borrower, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior each Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior either Mezzanine Lender, but this sentence is not intended to otherwise affect the lien, if any, that each Mezzanine Lender may have on any proceeds distributed to the applicable Mezzanine Borrower in accordance herewith. Senior Lender shall promptly notify each Mezzanine Lender of any requests by the Borrower for a release of any portion of an Award, and provide each Mezzanine Lender with any documentation delivered by Borrower to Senior Lender with respect to any such request (provided that in no event shall failure by Senior Lender to provide such notice or documentation to each Mezzanine Lender constitute a default hereunder).

Payment Subordination. Except as otherwise The Subordinated Indebtedness hereby is expressly provided subordinated in right of payment to the prior performance and irrevocable and indefeasible payment in full in cash of the Obligations and termination of the Loan Documents. In furtherance of the foregoing and notwithstanding any other provision of this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including the Subordinated Indebtedness or any Protective Advances document executed in connection therewith, Obligor shall not at any time make, and shall not permit or cause to be made, and Subordinated Lender shall not at any time receive or collect or permit to be received or collected, directly or indirectly, any payment on or with respect to any of the Subordinated Indebtedness, and any such payment received by Subordinated Lender or any of its Subsidiaries or Affiliates shall be held by Subordinated Lender and any such Subsidiary or Affiliate in trust for Senior Lender and shall be turned over to Senior Lender immediately for application to the Senior Obligations; provided, that Borrower may repay in full or in part the Subordinated Indebtedness on March 31, 2006 so long as (1) the merger provided for in that certain Merger Agreement dated August 22, 2005 between Subordinated Lender. If a Proceeding shall have occurred , OptiCare Health Systems, Inc. and OptiCare Merger Sub, Inc., is not completed on or a Continuing Senior before January 31, 2006, (2) the Term Loan has been repaid by Borrower in full in cash to Lender, (3) no Default or Event of Default has occurred, is continuing or would result by or from any such payment and such payments are in accordance with the Loan Agreement, (4) such repayment amount shall have occurred in no event exceed an amount specified in written notice delivered by Lender to each of Subordinated Lender and Obligor, which amount shall be continuingequal to one-hundred percent (100.0%) of the Excess Cash Flow of the Obligor as determined by Lender based upon the financial statements of Obligor for the three month period ending February 28, then 2006, to be delivered by Obligor to Senior Lender in accordance with the Loan Agreement, and (i5) Junior no Blockage Notice has been delivered by Senior Lender, and if a Blockage Notice has been delivered by Senior Lender Obligor shall not make, and shall not permit or cause any other Person to make, and Subordinated Lender shall not accept receive or receive payments (includingcollect or permit to be received or collected, without limitationdirectly or indirectly, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from permit any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled of its Affiliates to receive payment and performance in full of all amounts due or owing from Borrower collect or guarantor before Junior Lender is entitled permit to receive be received or collected, any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary Subordinated Indebtedness during any Blockage Period. If less than all of the Subordinated Indebtedness is paid on March 31, 2006 solely because there was not sufficient Excess Cash Flow of the Obligor based upon the financial statements for the three month period ending February 28, 2006, additional repayment(s) shall be permitted up to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal remaining balance of the Junior LoanSubordinated Indebtedness in amounts not to exceed an amount specified in written notice delivered by Lender to each of Subordinated Lender and Obligor, which amount shall be equal to one-hundred percent (100%) notwithstanding of the existence Excess Cash Flow of a default under the Obligor as determined by Senior Loan at such time. Notwithstanding anything Lender based upon the financial statements of Obligor for the three month period ending May 31, 2006 to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time be delivered by Obligor to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions Loan Agreement, so long as (1) no Default or Event of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement ActionDefault has occurred, Junior Lender shall (i) give the Senior Lender written notice of the default which is continuing or would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted result by or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, payment and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises payments are in accordance with the terms Loan Agreement and provisions of the (2) no Blockage Notice has been delivered by Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by Mezzanine Lender of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of Borrower to Senior Lender under the Senior Loan Documents are paid. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan provided that no Event of Default is not outstandingshall then exist under the Senior Loan Documents, Junior Mezzanine Lender may accept payments of any amounts due and payable from time to time that which Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior . (c) Mezzanine Lender may take any Equity Collateral Enforcement Action which is permitted under Section 5 hereof; provided, however, that (i) Mezzanine Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Mezzanine Lender to commence such Equity Collateral Enforcement Action, Action and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Mezzanine Lender shall provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. . (d) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Mezzanine Lender.

Payment Subordination. (a) Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. . (c) Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. . (d) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender ▇▇▇▇▇▇ receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender▇▇▇▇▇▇ ▇▇▇▇▇▇.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this AgreementAgreement and (ii) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with the terms of this Agreement and the application of the proceeds therefrom as Junior Lender deems appropriate in its discretion, (x) all of such Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of the Senior Loan Liabilities then due to Senior Lender under the Senior Loan Documents are paidpaid in full and (y) all of such Junior Lender’s rights to payment of the Junior Loan held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of the applicable Senior Junior Lender’s rights to payment by the applicable Senior Junior Borrowers of the applicable Senior Junior Loans and the obligations secured by the applicable Senior Junior Loan Documents, and such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Borrower, the Premises, from the applicable Senior Junior Borrower and/or the proceeds from items identified in clauses (i) or (ii) of the definition of Separate Collateral (but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral or any Guaranty Claim) securing or guaranteeing the applicable Senior Junior Loans prior to the date that all obligations of the applicable Senior Junior Borrowers then due to the applicable Senior Junior Lenders under the applicable Senior Junior Loan Documents are paid in full. (b) If (i) a Proceeding with respect to Senior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Loan Documents, after giving effect to Junior Lender’s cure rights pursuant to Section 12, except as expressly otherwise provided herein, Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before any Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of Senior Borrower being subordinated to the payment of the Junior Loans) on account of any Junior Loan (other than payments with respect to a Junior Lender’s Separate Collateral permitted pursuant to this Agreement). If (i) a Proceeding with respect to Senior Junior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Junior LoanLoan Documents, after giving effect to Subordinate Junior Lender’s cure rights pursuant to Section 12, the Senior Junior Lender holding the applicable Senior Junior Loan shall be entitled to receive payment and performance in full of all amounts due or to become due to such Senior Junior Lender before any applicable Subordinate Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of any Junior Borrower being subordinated to the payment of the applicable Senior Junior Loans) on account of any applicable Subordinate Junior Loan (other than payments with respect to any applicable Subordinate Junior Lender’s Separate Collateral permitted pursuant to this Agreement). All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received and held by such Junior Lender in trust by the Junior Lender for the benefit of Senior Lender and the applicable Senior Junior Lenders to the extent payable to Senior Lender or the applicable Senior Junior Lenders and shall be paid within two (2) Business Days of receipt thereof over first to Senior Lender to the extent then payable to Senior Lender and then to the applicable Senior Junior Lenders in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance first of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents and then for, the payment or performance of the applicable Senior Junior Loan Liabilities in accordance with the terms of the Senior Junior Loan Documents. Nothing contained herein shall prohibit the a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the its Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(aSections 10(a) and (b), so long provided that (x) after giving effect to each Junior Lender’s cure rights pursuant to Section 12 hereof, no Event of Default shall exist and be continuing under the Senior Loan Documents or the applicable Senior Junior Loan Documents, or Junior Lender shall be pursuing its rights with respect to an Extended Non-Monetary Cure Period in accordance with and subject to the terms and conditions set forth in Section 12 of this Agreement with respect thereto and (y) the maturity date of the Senior Loan and the applicable Senior Junior Loan (in each case, as a Proceeding the same may be extended) has not occurred or a Continuing been accelerated (unless following any such acceleration the Senior Loan and/or the applicable Senior Junior Loan was reinstated and no Event of Default is not outstanding, exists thereunder): (i) a Junior Lender may accept and retain current and delinquent payments of any amounts due and payable from time to time that which the applicable Junior Borrower is obligated to pay to such Junior Lender Lender, or prepayments permitted to be made by such Junior Borrower, in either case in accordance with the terms and conditions of the applicable Junior Loan Documents and Documents. If funds are distributed to a Junior Lender shall have no obligation to pay over to in accordance with the Senior Loan Documents or the applicable Senior Junior Loan Documents, Senior Lender and the applicable Senior Junior Lender agrees that, absent clear evidence of error, such distribution shall be deemed to have been properly paid to such Junior Lender and may be accepted and retained by such Junior Lender; (ii) a Junior Lender may accept and retain amounts received in connection with the exercise of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with this Agreement; and (iii) a Junior Lender may accept and retain prepayments of its respective Junior Loan, together with any prepayment fee payable pursuant to such amounts. Prior Junior Loan Documents, from funds other than those funds held in the Senior Cash Management Account (as defined in the Senior Loan Agreement) or any applicable Senior Junior Loan Cash Management Account. (d) Subject to the terms and provisions of Section 6 hereof, a Junior Lender may, in its sole and absolute discretion without Senior Lender’s or any Senior Junior Lender’s consent, take any Equity Collateral Enforcement Action or Separate Collateral Enforcement Action; provided, however, (i) such Junior Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender and the applicable Senior Junior Lenders written notice of the default which would permit such Junior Lender to commence such Equity Collateral Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) as well as provide Senior Lender and the applicable Senior Junior Lenders with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise Action, (ii) such Junior Lender shall keep the Senior Lender and the applicable Senior Junior Lenders reasonably apprised as to the status of any Equity Collateral Enforcement ActionAction and (iii) if and to the extent that a Qualified Transferee acquires all of the ownership interests in an applicable Junior Borrower pursuant to an Equity Collateral Enforcement Action in accordance with the terms of this Agreement, then upon, from and after the vesting of title thereto, such Junior Lender’s rights pursuant to Section 12 and Section 14 and the obligations of Senior Lender and the applicable Senior Junior Lenders pursuant to Section 12 and Section 14 with respect to such Junior Lender shall be null and void and of no further force and effect and every other provision in this Agreement which references such Sections, rights or obligations shall thereafter be read as if such reference, right or obligation were not contained or specified therein with respect to such Junior Lender. Nothing in this Agreement is intended to create and this Agreement does not create any security interest by any Junior Lender in favor of Senior Lender and the applicable Senior Junior Lenders and shall not constitute a guarantee by any Junior Lender of its respective Junior Borrower’s obligations under the applicable Junior Loan Documents. (e) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, the buildings or improvements thereon, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event after deducting the costs of collection (the “Award”). If (x) , provided that if the amount of the Award is in excess of all amounts owed to the Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shallshall be applied, to the extent permitted in under the Senior Loan Documents, be paid as follows: (i) first, to or at the direction First Mezzanine Lender in the amount of Junior Lenderthe First Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the First Mezzanine Lender under the First Mezzanine Loan Documents, unless other Persons have claimed (ii) second, to the right Second Mezzanine Lender in the amount of the Second Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Second Mezzanine Lender under the Second Mezzanine Loan Documents, (iii) third, to such Awardthe Third Mezzanine Lender in the amount of the Third Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Third Mezzanine Lender under the Third Mezzanine Loan Documents, (iv) fourth, to the Fourth Mezzanine Lender in which case the amount of the Fourth Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Fourth Mezzanine Lender shall only be required under the Fourth Mezzanine Loan Documents, (v) fifth, to provide notice the Fifth Mezzanine Lender in the amount of the Fifth Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Fifth Mezzanine Lender under the Fifth Mezzanine Loan Documents, (vi) sixth, to Junior the Sixth Mezzanine Lender in the amount of such excess Award the Sixth Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Sixth Mezzanine Lender under the Sixth Mezzanine Loan Documents, (vii) seventh, to the Seventh Mezzanine Lender in the amount of the Seventh Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Seventh Mezzanine Lender under the Seventh Mezzanine Loan Documents, and of any other claims thereto(viii) eighth, to Senior Borrower. In the event of any competing claims for any such excess Awardclaims, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons parties making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from Awards in any such event to the Senior Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises or any portion thereof in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award Awards made available to the Senior Borrower for the repair or restoration of the Premises or any portion thereof shall not be subject to attachment by any Junior Lender, but this sentence is not intended to otherwise affect any lien, if any, that a Junior Lender may have upon such proceeds. Senior Lender shall use reasonable efforts to promptly (x) notify each Junior Lender of any requests by Senior Borrower for the release of any Award and (y) provide each Junior Lender with any documentation delivered by Senior Borrower to Senior Lender with respect to any such request by Senior Borrower for the release of any Award. (f) With respect to any insurance policies (collectively, the “Policies”) for the Premises for which a Junior Lender and/or its Affiliate are identified as “named insureds” or “additional insureds”, until such time as the Senior Loan has been paid in full, each Junior Lender acknowledges and agrees that no Junior Lender nor any of its Affiliates shall have any right whatsoever to (i) contest or challenge (in their capacity as named insureds) any such settlement or adjustment approved by Senior Lender, (ii) disapprove any settlement or adjustment of any claim or any distribution of proceeds under the Policies approved by Senior Lender, or (iii) be issued checks, drafts or wires (jointly or otherwise) representing proceeds of the Policies. Nothing contained in this subparagraph (f) is meant to limit any rights that a Junior Lender has under its respective Junior Loan Documents to approve of any action taken by the applicable Junior Borrower. Senior Lender shall, at a Junior Lender’s request, advise such Junior Lender from time to time as to the status of any settlement or adjustment of any claim or any distribution of proceeds under the Policies.

Payment Subordination. (a) Except as otherwise expressly provided in this Agreement, all of Junior each Mezzanine Lender’s 's rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of each Senior Lender’s 's rights to payment by Borrower of the Senior Loan and each Prior Loan and the obligations secured by the Senior Loan Documents and the Prior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior no Mezzanine Lender shall not may accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from Borrower prior to the Premises or from any other source unless date that all obligations due and owing of Borrower to each Senior Lender and each Prior Lender under the Senior Loan Documents and the Prior Loan Documents are paidpaid and each such Lender's commitment to lend any additional funds to Borrower thereunder have been terminated. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, and (ii) each Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to each Senior Lender before Junior any Mezzanine Lender is entitled to receive any payment on account of the Junior a Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior any Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior such Mezzanine Lender for the benefit of each Senior Lender and shall be paid over to each Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances . (and adding the amount thereof to the principal balance of the Junior Loanb) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a7(a), so long as a Proceeding has not occurred or a Continuing Senior Loan provided that no notice of an Event of Default is not outstandinghas been received by a Mezzanine Lender notifying the Mezzanine Lender of the existence of an Event of Default under the Senior Loan Documents, Junior such Mezzanine Lender may accept payments of any amounts due and payable from time to time that which Borrower is obligated to pay to Junior such Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior such Mezzanine Lender shall have no obligation to pay over to any Senior Lender any such amounts. Prior If a notice of an Event of Default is sent to the Mezzanine Lenders, Mezzanine Lenders shall not be obligated to pay over any amounts received before the delivery of such notice. (c) No Mezzanine Lender may take any Enforcement Action while there are Senior Loan Liabilities without the prior written consent of each Senior Lender; provided, however, that (i) each Mezzanine Lender shall, prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior each Lender written notice of the default which would permit Junior such Mezzanine Lender to commence such Enforcement Action, Action and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Mezzanine Lender shall provide Senior each Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior each Lender reasonably apprised as to the status of any Enforcement Action. Colonial and/or Lender A, as the case may be, may take any Enforcement Action without notice to or consent of any other Lender, any Borrower or any other Person (except such notice, if any, as may be required by applicable law or under the Colonial Loan Agreement). Colonial and/or Lender A will, however, give written notice to each Mezzanine Lender if, following an Event of Default, under the Colonial Loan Agreement, Colonial elects to terminate its commitment and accelerate the Colonial Note. (d) In the event of a casualty to the Collateral (other than the Colonial Collateral) including the buildings or improvements constructed on any portion of the Premises real estate Collateral or a condemnation or taking under a power of eminent domain of all or any portion of the Premisesreal estate Collateral, each Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “"Award”"). If (x) the amount of the Award is in excess of all amounts owed to each Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to will be so remitted to Borrower shallthe next succeeding Senior Lender and, the event there are no Lenders with amounts due and owing, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims theretoBorrower. In the event of any competing claims for any such excess Award, each Senior Lender shall continue to hold such excess Award until each Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing each Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, each Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior either Mezzanine Lender. Notwithstanding anything in this subsection (d) to the contrary, Colonial and/or Lender A, as the case may be, shall have no obligations with respect to the Colonial Collateral or any proceeds thereof except as expressly provided in the Colonial Loan Agreement.

Payment Subordination. (a) Except (1) as otherwise expressly provided in this Agreement or (2) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement and the application of the proceeds therefrom as such Junior Lender deems appropriate in its discretion, or (3) in connection with the exercise by a Junior Lender of its rights and remedies with respect to any guaranty or indemnity in accordance with the terms of Section 6(b) of this Agreement, (i) all of such Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents including without limitation the Assignment of Title Insurance are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) such Junior Lender shall not accept or receive payments (whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower and/or from the Premises or other collateral securing the Senior Loan prior to the date that all obligations of Borrower to Senior Lender under the Senior Loan Documents are paid and all obligations of Senior Lender to make Advances have terminated; and (ii) all of Second Mezzanine Lender’s rights to payment of the Second Mezzanine Loan held by Second Mezzanine Lender and the obligations evidenced by the Second Mezzanine Loan Documents are hereby subordinated to all of the rights of First Mezzanine Lender to payment by First Mezzanine Borrower of the First Mezzanine Loan and the obligations secured by the First Mezzanine Loan Documents, and Second Mezzanine Lender shall not, from and after receipt by Second Mezzanine Lender of written notice of the declaration of, and thereafter, during the continuance of an Event of Default under the First Mezzanine Loan Documents, accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, the Premises, First Mezzanine Borrower, and/or proceeds from the Premises or from any other source unless Separate Collateral securing the First Mezzanine Loan prior to the date that all obligations of First Mezzanine Borrower to First Mezzanine Lender under the Senior First Mezzanine Loan Documents are paid, . (b) If (i) a Proceeding with respect to Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Loan, then Senior Lender shall be entitled to receive payment and performance in full of all amounts due to, or owing from to become due to, Senior Lender before any Junior Lender is entitled to receive any further payment on account of any Junior Loan (other than payments with respect to a Junior Lender’s Separate Collateral permitted pursuant to this Agreement). If (i) a Proceeding with respect to First Mezzanine Borrower shall have occurred and has not been dismissed or guarantor (ii) there shall have occurred and be continuing an Event of Default under the First Mezzanine Loan Documents and Second Mezzanine Lender is not diligently exercising its respective cure rights pursuant to Section 12 with respect to such Event of Default (or the cure periods provided in Section 12 have otherwise expired), then First Mezzanine Lender shall be entitled to receive payment and performance in full of all amounts due to or to become due to First Mezzanine Lender, before Junior Second Mezzanine Lender is entitled to receive any payment on account of the Junior LoanSecond Mezzanine Loan (other than payments with respect to Second Mezzanine Lender’s Separate Collateral permitted pursuant to this Agreement). All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and First Mezzanine Lender, as applicable, and shall be paid over first to Senior Lender to the extent then payable to Senior Lender and to First Mezzanine Lender to the extent payable to First Mezzanine Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and the First Mezzanine Loan in accordance with the terms of the First Mezzanine Loan Documents. Nothing contained herein shall prohibit the a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the its Junior Loan) notwithstanding the existence of a default at such time under the Senior Loan at such time. or First Mezzanine Loan, as applicable. (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(aSections 10(a) and (b), so long as a Proceeding has not occurred or a Continuing Senior Loan provided that no Event of Default is not outstandingshall then exist under the Senior Loan Documents or the First Mezzanine Loan Documents, as applicable, a Junior Lender may accept payments of any amounts due and payable from time to time that which the applicable Junior Borrower is obligated to pay to such Junior Lender in accordance with the terms and conditions of the applicable Junior Loan Documents and such Junior Lender shall have no obligation to pay any such amounts over to Senior Lender or First Mezzanine Lender, as applicable. Notwithstanding the foregoing including Sections 10(a) and 10(b), (i) any Junior Lender may receive payments from the Junior Loan Interest Reserve Funds established under its Junior Loan Documents and (ii) subject to Section 6(b) hereof, any guarantor of any Junior Loan may make payments from its own funds (and not any property-related revenue) to cure a default or otherwise make payments under the respective Junior Loan, and, in each case, the applicable Junior Lender may receive and accept any such amountspayments notwithstanding the existence of any Event of Default under the Senior Loan or the First Mezzanine Junior Loan at such time. Prior Nothing contained herein shall prohibit a Junior Lender from accepting a prepayment of any Junior Loan; provided, however, that in no event may a Junior Lender accept a prepayment of a Junior Loan from proceeds distributed in violation of any of the terms of the Senior Loan Documents and/or the First Mezzanine Loan Documents, as applicable, it being agreed that any proceeds distributed in violation of any of the terms of the Senior Loan Documents and/or the First Mezzanine Loan Documents, as applicable, and received by a Junior Lender shall be held in trust for the benefit of Senior Lender and First Mezzanine Lender (if payable to First Mezzanine Lender) and shall be promptly paid over first to Senior Lender and then to First Mezzanine Lender (if payable to the First Mezzanine Lender) in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the First Mezzanine Loan (if payable to First Mezzanine Lender) in accordance with the terms of the First Mezzanine Loan Documents. (d) A Junior Lender may take any Equity Collateral Enforcement Action which is not prohibited by Section 6; provided, however, that (i) such Junior Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender and First Mezzanine Lender, as applicable, written notice of the default default, which would permit such Junior Lender to commence such Equity Collateral Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Junior Lender shall provide Senior Lender and First Mezzanine Lender, as applicable, with copies of any and all material notices, pleadings, agreementsmotions, motions agreements and briefs served upon, upon or delivered to or with any party to any such Equity Collateral Enforcement Action and otherwise Action, (iii) such Junior Lender shall keep the Senior Lender and First Mezzanine Lender, as applicable, reasonably apprised as to the status of any such Equity Collateral Enforcement Action. , and (iv) if a Junior Lender or a Qualified Transferee acquires all of the ownership interests in an applicable Junior Borrower pursuant to an Equity Collateral Enforcement Action in accordance with the terms of this Agreement, then, from and after the vesting of title thereto, this Agreement shall terminate pursuant to Section 18(m) hereof with respect to such Junior Lender (except for (i) the obligation of Second Mezzanine Lender with respect to advances of the Shortfall Contingency Component, which shall survive and shall not merge with the conveyance of the Equity Collateral to Second Mezzanine Lender (Second Mezzanine Lender hereby agreeing, nevertheless that Second Mezzanine Lender shall be obligated to pay to Senior Lender amounts that would otherwise be advanced under the Unfunded Amount of the Shortfall Contingency Component (upon the same terms and within the same time periods as are currently in effect) notwithstanding such merger) and (ii) the obligation of Senior Lender to continue to make Advances of the Building Loan and the Project Loan pursuant to Section 6(e) hereof and to waive certain defaults and grant extensions or modifications of time periods as provided herein). (e) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the PremisesPremises or the buildings or improvements constructed thereon, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”)) and the right to negotiate and settle such Award. If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full and all obligations of Senior Lender to make Advances have terminated or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan DocumentsDocuments and required by the applicable Junior Loan Documents (i) first, be paid to or at First Mezzanine Lender until the direction First Mezzanine Loan has been paid in full; (ii) second, be paid to Second Mezzanine Lender until the Second Mezzanine Loan (other than the Exit Fee and the Additional Appreciation Interest (each as defined in the Second Mezzanine Loan Agreement)) have been paid in full, (iii) third, to Second Mezzanine Lender in payment of Junior Lenderthe Exit Fee payable under the Second Mezzanine Loan Agreement, unless (iv) fourth, to Borrower in payment of any undisbursed Developer’s Fee (as defend in the Project Loan Agreement), and (v) fifth, in accordance with the provisions of Article 11 of the Second Mezzanine Loan Agreement; provided, however, that in the event other Persons parties have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to the Junior Lender Lenders of such excess Award and of any the claimants and the basis for the other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises or any portion thereof in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises or any portion thereof shall not be subject to attachment by any Junior Lender. (f) Notwithstanding anything to the contrary contained in this Agreement, Mezzanine Lender shall be entitled to retain, (i) any proceeds generated as a result of an Equity Collateral Enforcement Action with respect to the Equity Collateral for the Mezzanine Loan, so long as such action was commenced in accordance with the terms of this Agreement, and (ii) payments or proceeds generated from the exercise of remedies with respect to the Separate Collateral for the Mezzanine Loan in accordance with this Agreement.

Payment Subordination. Except (a) Notwithstanding the provisions of any other document or agreement to the contrary, as otherwise expressly provided long as no Event of Default has occurred and is continuing, following payment of (1) equipment lease costs as set forth in this the Management Agreement, (2) Landlord Administrative Expenses pursuant to the Hotel Lease, and rent payable under the ▇▇▇▇▇▇ and Corner Lot Leases, and (3) payment to Bank of scheduled monthly installments of principal and interest of the Bank Indebtedness and payment of all other Bank Indebtedness then due, Borrower shall make payments from Adjusted Gross Operating Profit to be applied in the following priority: (i) to CSDC in satisfaction of Junior Lender’s rights scheduled monthly installments of principal and interest on CSDC Loan Indebtedness; (ii) to CSDC in satisfaction of the current Fixed Rent, Percentage Rent, Additional Rent, and Air Rights Rent, as defined in the Hotel Lease, due under the Hotel Lease; (iii) to current Base Commercial Rent Participation; (iv) repayment of scheduled installments of the Manager Advance; (v) to Bank in satisfaction of the Principal Reduction Payment; (vi) to CSDC in satisfaction of deferred amounts of CSDC Loan Indebtedness debt service, including interest; (vii) to CSDC in satisfaction of deferred amounts of Fixed Rent and Base Commercial Rent Participation plus interest, if any, due under the Hotel Lease; (viii) to Manager for amounts owed to Manager under the CSDC/Manager Reserve Agreement. This payment shall only be made to the extent that the CSDC/Manager Reserve has not been previously released unto the Manager; (ix) to repayment of the Sonesta Loan, as defined in the Management Agreement; (x) to repayment of Project Expense Loans made to fund Hotel Project shortfalls (as such term is defined and as used herein Project Expense Loans shall mean documented loans made to Borrower by its general or limited partners to fund Landlord Administrative Expenses, rent under the ▇▇▇▇▇▇ and Corner Lot Leases, Rent under the Hotel Lease and debt service on the CSDC Loan Indebtedness in the event that sufficient revenues were not available from Hotel operations to pay such expenses at the time the loans were incurred, as defined in the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership Agreement in effect as of the Signing Date hereof); (xi) to payment to the Manager of its Incentive Fee and then any Deferred Incentive Fee (as such terms are defined in the Management Agreement) and as provided under the Management Agreement; (xii) to Manager equal to Base Fees deferred pursuant to Section 8.4 of the Management Agreement, together with applicable interest thereon; (xiii) to payment of Revenue Sharing Rental to Landlord; (xiv) to distribution to the Junior Loan ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership. Provided, however, any and all distributions which would go to the General Partner of the Partnership or Historic Restoration, Incorporated hereunder are subject to payment to Landlord in the event that any funds are owed to Landlord pursuant to (includingi) the Apartment Lease, but not limited to(ii) any financial guarantee by HRI to Landlord, or (iii) any other document which provides for the payment of principalHRI's net interest or proceeds from the Hotel Project to cover other monetary obligations owed to Landlord; (xv) to Manager in satisfaction of remaining payments due to Manager under the Management Agreement; and (xvi) the remainder to Borrower. (xvii) The payment of Carrying Costs Rent, interestas defined in the Hotel Lease, to the extent it exceeds rent due under the ▇▇▇▇▇▇ and prepayment feesCorner Lot Leases and Expenses included under the Management Agreement, shall be paid by Borrower out of its own funds and not Adjusted Gross Operating Profit. (b) and The parties hereby acknowledge that the obligations evidenced provisions of Subsection 2.2(a) above apply to the distribution of Adjusted Gross Operating Profit produced by the Junior Loan Documents are hereby subordinated Hotel and, in some instances, the Commercial Space. The provisions set forth hereafter shall apply solely to all of Senior Lender’s rights to funds received and expenses incurred in connection with the Garage under the Garage Lease and shall terminate upon payment by Borrower in full of the Senior Garage Improvement Loan, as defined in the Amended Loan Agreement between Borrower and Bank. (c) Notwithstanding the obligations secured by provisions of any other document or agreement to the Senior Loan Documentscontrary, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan as long as no Event of Default shall have has occurred and is continuing the parties hereto hereby agree that all revenue produced from the operation of the Garage pursuant to the Garage Lease shall be continuingused first to pay operating expenses incurred in connection with the operation of the Garage, and then to pay Fixed Minimum Rent, pursuant to the provisions of Section 4 of the Garage Lease; thereafter all excess revenues shall be delivered to Bank in payment of all principal, interest and other fees owed in connection with the Garage Improvement Loan, but only to the extent that the Garage Improvement Loan is used by Borrower to construct the Tenant Improvements. CSDC hereby specifically acknowledges that (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations it has agreed under the Senior Loan Documents are paidprovisions of the Garage Lease to forego receipt of Percentage Rent under the Garage Lease until Borrower has received reimbursement for its expenses incurred in constructing the Tenant Improvements, as defined under the Garage Lease, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance withdraw funds out of same the Capital Improvement Fund necessary to recapture its expenses incurred on the Tenant Improvements, with such funds removed from the Capital Improvement Fund being delivered to Bank in payment of all sums due in connection with the Garage Improvement Loan. The provisions of this Section are not intended to expand or in any way increase the rights of Borrower as Tenant under the Senior Loan Documents other than Garage Lease, but rather are intended to repair or restore acknowledge the Premises, such excess Award or portion rights of Tenant to be so remitted to Borrower shall, forego making Percentage Rent payments and contributions to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such AwardCapital Improvement Fund and, in which case Senior Lender shall only be required turn to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, use those funds in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions payment of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior LenderGarage Improvement Loan.

Payment Subordination. Except as otherwise The Subordinated Indebtedness hereby is expressly provided subordinated in right of payment to the prior performance and irrevocable and indefeasible payment in full in cash of the Obligations and termination of the Loan Documents. In furtherance of the foregoing and notwithstanding any other provision of this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including the Subordinated Indebtedness or any Protective Advances document executed in connection therewith, Obligor shall not at any time make, and shall not permit or cause to be made, and Subordinated Lender shall not at any time receive or collect or permit to be received or collected, directly or indirectly, any payment on or with respect to any of the Subordinated Indebtedness, and any such payment received by Subordinated Lender or any of its Subsidiaries or Affiliates shall be held by Subordinated Lender and any such Subsidiary or Affiliate in trust for Senior Lender and shall be turned over to Senior Lender immediately for application to the Senior Obligations; provided, that Borrower may repay in full or in part the Subordinated Indebtedness on June 30, 2006 so long as (1) the merger provided for in that certain Merger Agreement dated August 22, 2005 between Subordinated Lender. If a Proceeding shall have occurred , OptiCare Health Systems, Inc. and OptiCare Merger Sub, Inc., as amended, is not completed on or a Continuing Senior before April 30, 2006, (2) the Term Loan has been repaid by Borrower in full in cash to Lender, (3) no Default or Event of Default has occurred, is continuing or would result by or from any such payment and such payments are in accordance with the Loan Agreement, (4) such repayment amount shall have occurred in no event exceed an amount specified in written notice delivered by Senior Lender to each of Subordinated Lender and Obligor, which amount shall be continuingequal to one-hundred percent (100.0%) of the Excess Cash Flow of the Obligor as determined by Senior Lender based upon the financial statements of Obligor for the three month period ending May 31, then 2006, to be delivered by Obligor to Senior Lender in accordance with the Loan Agreement, and (i5) Junior no Blockage Notice has been delivered by Senior Lender, and if a Blockage Notice has been delivered by Senior Lender Obligor shall not make, and shall not permit or cause any other Person to make, and Subordinated Lender shall not accept receive or receive payments (includingcollect or permit to be received or collected, without limitationdirectly or indirectly, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from permit any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled of its Affiliates to receive payment and performance in full of all amounts due or owing from Borrower collect or guarantor before Junior Lender is entitled permit to receive be received or collected, any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary Subordinated Indebtedness during any Blockage Period. If less than all of the Subordinated Indebtedness is paid on June 30, 2006 solely because there was not sufficient Excess Cash Flow of the Obligor based upon the financial statements for the three month period ending May 31, 2006, additional repayment(s) shall be permitted up to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal remaining balance of the Junior LoanSubordinated Indebtedness in amounts not to exceed an amount specified in written notice delivered by Senior Lender to each of Subordinated Lender and Obligor, which amount shall be equal to one-hundred percent (100%) notwithstanding of the existence Excess Cash Flow of a default under the Obligor as determined by Senior Loan at such time. Notwithstanding anything Lender based upon the financial statements of Obligor for the three month period ending August 31, 2006 to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time be delivered by Obligor to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions Loan Agreement, so long as (1) no Default or Event of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement ActionDefault has occurred, Junior Lender shall (i) give the Senior Lender written notice of the default which is continuing or would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted result by or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, payment and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises payments are in accordance with the terms Loan Agreement and provisions of the (2) no Blockage Notice has been delivered by Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by Mezzanine Lender of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement, all of Junior Mezzanine Lender’s 's rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s 's rights to payment by Borrower Borrowers of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or any Borrower and/or from any other source unless Property prior to the date that all obligations of Borrowers to Senior Lender under the Senior Loan Documents are paid. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. Notwithstanding the foregoing, Senior Lender acknowledges and agrees that Mezzanine Lender shall be entitled to receive and collect any amounts in respect of the Separate Collateral that is not the Equity Collateral (including, without limitation, any amounts due to Mezzanine Lender under the Mezzanine Mortgages or the Master Guaranty). All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from (i) making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. time or (ii) exercising any of its rights or remedies under the Mezzanine Mortgages or the Master Guaranty. (b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a)) hereof, so long as a Proceeding has not occurred or a Continuing Senior Loan provided that no Event of Default is not outstandingshall then exist under the Senior Loan Documents, Junior Mezzanine Lender may accept the following payments of (i) any amounts (both current or delinquent) due and payable from time to time that Borrower is which Mezzanine Borrowers are obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior (ii) any funds which are distributed to Mezzanine Lender in accordance with the Senior Loan Cash Management Agreement and the Mezzanine Loan Cash Management Agreement, and in each of the foregoing instances, Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior . (c) Mezzanine Lender may take any Equity Collateral Enforcement Action which is permitted under Section 5 hereof; provided, however, that (i) Mezzanine Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Mezzanine Lender to commence such Equity Collateral Enforcement Action, Action and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Mezzanine Lender shall provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. . (d) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises any Property or a condemnation or taking under a power of eminent domain of all or any portion of the Premisesany Property, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “"Award”"). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is the Borrowers are entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premisesapplicable Property, such excess Award or portion to be so remitted to the applicable Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Mezzanine Lender, unless other Persons (other than Borrowers or Mezzanine Borrowers) have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until either (i) Senior Lender deposits the same into court in connection with the filing of an interpleader action joining all such competing parties of which Senior Lender is aware or (ii) Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the applicable Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises applicable Property in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the applicable Borrower for the repair or restoration of the Premises applicable Property shall not be subject to attachment by Junior Mezzanine Lender. (e) This Agreement shall not be construed as subordinating and shall not subordinate or impair Mezzanine Lender's first lien priority right, estate and interest in and to the Separate Collateral and Senior Lender hereby acknowledges and agrees that Senior Lender does not have and shall not hereafter acquire, any lien on, or any other interest whatsoever in, the Separate Collateral, or any part thereof, and that the exercise of remedies and realization upon the Separate Collateral by Mezzanine Lender or a Loan Pledgee in accordance with the terms and provisions of this Agreement shall not in and of itself constitute a default or an Event of Default under the Senior Loan Documents.

Payment Subordination. Except (a) From and after the date of this Agreement and thereafter so long as otherwise this Agreement is in effect, and unless GECC expressly provided consents in this Agreementwriting to the contrary, all of Junior Lender’s rights the MF Indebtedness is not to be payable or prepayable, the maturity date thereof is not to be accelerated, no other action may be taken by MF to collect or enforce payment of the Junior Loan (including, but not limited to, payment of principal, interestMF Indebtedness, and no payment or prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments any principal of, interest on, or distributions upon or other sums owing with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement MF Indebtedness shall be made by the Borrower or received or retained by MF; PROVIDED, however, that (i) regularly scheduled payments of interest, fees or other amounts (other than principal) on the MF Indebtedness may be made by the Borrower and received and held in trust retained by the Junior Lender for the benefit of Senior Lender MF if no Specified Default Condition has occurred and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances is then continuing (and adding GECC shall honor the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable Borrower's requests from time to time that GECC make advances on behalf of the Borrower is obligated under the GECC Credit Agreement to pay fund such scheduled payments subject to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement ActionGECC Credit Agreement), (ii) obtain Senior Lender’s prior written consent, which consent payments or prepayments of principal of the MF Indebtedness may be granted made by the Borrower and received and retained by MF if no Default or withheld in Senior Lender’s sole Event of Default has occurred and absolute discretionis then continuing, the aggregate outstanding principal balance of the MF Indebtedness is not less than $200,000 after giving effect to such Enforcement Actionpayment or prepayment and the GECC Unused Borrowing Availability is not less than $1,250,000 after giving effect to such payment or prepayment, and (iii) provide Senior Lender with copies the maturity of the MF Indebtedness may be accelerated upon the occurrence and during the continuation of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to Event of Default described in Section 8.1(g) or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion 8.1(h) of the Premises or a condemnation or taking under a power of eminent domain of GECC Credit Agreement (but any such acceleration shall be subject to all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of this Agreement, including without limitation the Senior Loan Documents payment subordination and turn-over provisions set forth in order paragraph (b) below). (b) Should any payment or prepayment be received by MF as prohibited in subsection (a) above, MF forthwith shall deliver the same to repair and restore GECC in precisely the Premises in accordance form received (but with the terms and provisions endorsement of the Senior Loan Documents. Any portion of the Award made available to the Borrower MF, without recourse, where necessary for the repair collection thereof by GECC) for application on the GECC Indebtedness, and MF agrees that, until so delivered, the same shall be deemed received by MF as agent and bailee for GECC and such payment or restoration prepayment shall be held in trust by MF as property of the Premises shall not be subject to attachment by Junior LenderGECC.

Payment Subordination. Except Notwithstanding anything in this Note to the contrary, except as otherwise expressly provided in this AgreementSection 2.7, all of Junior Lender’s rights Company hereby agrees that it shall not make or permit any guarantor to payment of the Junior Loan (including, but not limited to, payment of principal, interestmake, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are Holder hereby subordinated to all agrees that it will not accept, any payment, distribution, redemption, retirement, purchase or other acquisition of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then Subordinated Debt (i) Junior Lender shall not accept or receive payments (including, without limitationin each case, whether in cash cash, securities or other property and whether received directly, indirectly or by set-offoff or recoupment), counterclaim or otherwiseuntil all Senior Debt has been Finally Paid, other than (i) from Borrower, any increases to the principal amount owing under this Note resulting from the Premises compounding of interest or from any the payment of interest in kind rather than payment in cash, securities or other source unless all obligations under the Senior Loan Documents are paid, property or by set-off or recoupment and (ii) Senior Lender shall be entitled to receive payment and performance in full shares of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of Common Stock issued upon the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions conversion of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over Note pursuant to Senior Lender in the same form as so received Section 2.3(b)(ii) or Section 3 (with any necessary endorsement) to be applied to (in the case of cashcollectively, "Permitted Payments"), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, Company may make and permit any guarantor to make, and Holder may accept, the payments of principal and interest expressly provided for in Section 2 of this Note, subject to the following terms and conditions: (i) The Company shall not make any payment in respect of the Subordinated Debt (other than Permitted Payments) if (x) a payment default on any Senior Debt occurs and is continuing; or (y) the maturity of any Senior Debt has been accelerated due to the occurrence of an event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises default in accordance with its terms; or (z) any other default (a "Non-Payment Default") occurs and is continuing on Designated Senior Debt that permits the terms holders of such Designated Senior Debt to accelerate its maturity and Holder (with a copy to Company) receives a notice of such default (a "Payment Blockage Notice") from a holder of such Designated Senior Debt or a Representative thereof. For avoidance of doubt, the issuance of a Payment Blockage Notice shall not in and of itself preclude the taking of Subordinated Debt Enforcement Actions, which are subject to the provisions of Section 2.7(d) hereof. (ii) Payments on the Subordinated Debt shall be resumed (including any missed payments) (A) in the case of a payment default on or acceleration of any Senior Loan Documents. Any portion of Debt, on the Award made available date on which such default is cured or waived and any such acceleration is rescinded or on which such Senior Debt is Finally Paid; provided that Company may pay the Subordinated Debt without regard to the Borrower foregoing if Company and Holder receive written notice from the holder(s) of such Senior Debt or the Representative thereof approving such payment; and (B) in case of a Non-Payment Default on any Designated Senior Debt, the earliest of (1) the date on which such default is cured or waived or on which such Senior Debt is Finally Paid, (2) 180 days after the date on which the applicable Payment Blockage Notice is received or (3) the date Holder and Company receive a notice from the holder(s) of such Designated Senior Debt or the Representative thereof rescinding the Payment Blockage Notice, unless in the case of clauses (2) and (3) the maturity of any Designated Senior Debt has been accelerated and such amounts owing under such Designated Senior Debt have not been paid. (iii) In no event shall the total number of days during which any Payment Blockage Notice may be in effect exceed one hundred eighty (180) days during any period of three hundred sixty-five (365) consecutive days. (iv) Not more than six (6) Payment Blockage Notices may be given during the term of this Note. (v) No Non-Payment Default that is known to any holder(s) of Designated Senior Debt or the Representative thereof and that existed or was continuing on the date of delivery of any Payment Blockage Notice from such holder(s) or Representative shall be, or be made, the basis for the repair a subsequent Payment Blockage Notice unless such default has been cured or restoration waived for a period of the Premises shall not be subject to attachment by Junior Lenderless than 60 days.

Payment Subordination. Except as otherwise expressly provided in this Agreement, all (a) All of Junior Subordinate Lender’s rights to payment of the Junior Subordinate Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Subordinate Loan Documents are hereby subordinated to all of GSSIF Senior Lender’s rights to payment by Borrower of the GSSIF Senior Loan and the obligations secured by the GSSIF Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then except (i) Junior as set forth in Section 6(j) and Section 7(b) and (ii) pursuant to Section 9, Subordinate Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, Borrower and/or from the Premises or from any Collateral prior to the date that all Senior Loan Obligations (other source unless all obligations than Contingent Indemnification Obligations) of Borrower to GSSIF Senior Lender under the GSSIF Senior Loan Documents are paid. (b) Subordinate Lender acknowledges and agrees that any collections by or for the account of Borrower of any Pay-for-Success Payments that are available in the Designated Accounts for application to the debt service obligations of Borrower to Senior Lenders or Subordinate Lender will be applied, and the Lender Representative shall be authorized to cause such amounts to be applied, strictly in accordance with the Priority of Payments Schedule. (iic) Notwithstanding anything herein to the contrary, except to the extent set forth in Section 6(j), if an Event of Default has occurred and is continuing under the GSSIF Senior Loan Documents, and Subordinate Lender shall have received written notice of the same from GSSIF Senior Lender or Borrower, GSSIF Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to GSSIF Senior Lender before Junior Subordinate Lender is entitled to receive any payment on account of the Junior Subordinate Loan. All Except to the extent set forth in Section 6(j), all payments or distributions upon or with respect to the Junior Subordinate Loan which are received by Junior Subordinate Lender contrary after the occurrence of an Event of Default under the GSSIF Senior Loan Documents and Subordinate Lender receives written notice thereof from the GSSIF Senior Lender or Borrower and prior to the provisions of this Agreement date such default is cured or the GSSIF Senior Loan is paid in full shall be received and held in trust by the Junior Subordinate Lender for the benefit of GSSIF Senior Lender and shall be paid over to GSSIF Senior Lender Lenders in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan Loans in accordance with the terms Priority of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior LenderPayments Schedule.

Payment Subordination. Except as otherwise The payment of the Subordinated Indebtedness is hereby expressly provided subordinated to the AgStar Indebtedness on the terms set forth in this Agreement; provided, all of Junior Lender’s rights however, that SIRE shall have the right to pay, and the applicable Subordinated Noteholder will have the right to accept payment of, without the prior written consent of the Junior Loan Agent, any principal or interest on: (includingi) the Bunge Revolving Note, but not limited toso long as immediately prior to the proposed payment and after giving effect thereto, payment of principal, interest, and prepayment fees(x) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred no Default or a Continuing Senior Loan Event of Default described in Section 6.01(a) of the Credit Agreement shall have occurred exist, and (y) the sum of the outstanding Revolving Letters of Credit plus the outstanding Revolving Line of Credit Advances does not exceed the Borrowing Base (as the foregoing terms are defined in the Credit Agreement); (ii) the Bunge Subordinated Note, to the extent such payment constitutes a prepayment of the Bunge Subordinated Note made with proceeds from the offering of the Public Subordinated Notes or any other equity or debt securities of SIRE, as required by the terms of the Bunge Subordinated Note; (iii) the ICM Subordinated Note, to the extent such payment constitutes a prepayment of the ICM Subordinated Note made with proceeds from the offering of the Public Subordinated Notes or any other equity or debt securities of SIRE, as required by the terms of the ICM Subordinated Note; and (iv) any other Subordinated Indebtedness from and after its stated maturity, which shall be continuing, then not earlier than the maturity date of the Term Loan (as defined in the Credit Agreement). Nothing in this subsection 2(a) shall be deemed to prohibit (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property any interest from being capitalized and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect added to the Junior Loan which are received by Junior Lender contrary to the provisions principal balance of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan Subordinated Indebtedness in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred Subordinated Debt Documents or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted any Subordinated Noteholder from converting any or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power Subordinated Indebtedness held by it into the applicable series of eminent domain of all or any portion of units in SIRE upon the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted terms set forth in the Senior Loan Subordinated Debt Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.

Payment Subordination. (a) Except as otherwise expressly provided in this AgreementSection 8(b) hereof, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, including whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from any Senior Debtor, Mezzanine Borrower, any Affiliate of any Senior Debtor or Mezzanine Borrower, any Person in Control of Mezzanine Borrower, any Common Guarantor and/or from the Premises or from any other source unless Senior Collateral prior to the date that all obligations of any Senior Debtor to Senior Lender under the Senior Loan Documents are paidPaid in Full. If a Proceeding shall have occurred or a Mezzanine Lender Intercreditor Event of Default exists, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender, subject to any obligations under the Senior First Lien Loan Agreement which shall take priority, before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender within two (2) Business Days of such receipt in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default. (b) Provided that no Mezzanine Lender Intercreditor Event of Default is not outstandingor Senior Event of Default exists, Junior Mezzanine Lender may accept regularly scheduled payments of any amounts due interest paid in kind (and payable solely paid in kind) from time to time time, in each case that Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing ; provided further, however, that Mezzanine Lender may not accept any Enforcement Actionpayments of principal on the Mezzanine Loan, Junior Lender shall including, without limitation, any voluntary prepayment of all or any portion of the Mezzanine Loan or any repayment of principal that becomes due upon the maturity of the Mezzanine Loan (iwhether by acceleration or otherwise), (x) give until such time as the Senior Loan Liabilities have been paid in full, unless Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, otherwise consents (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion) or (y) unless, if the maturity date of the Senior Loan has been extended beyond the scheduled maturity date of the Mezzanine Loan with the consent of Mezzanine Lender in accordance with this Agreement, the scheduled maturity date of the Mezzanine Loan has occurred and no Mezzanine Lender Intercreditor Event of Default or Senior Event of Default exists,. (c) Subject to such Enforcement Action, the rights of Senior First Lien Lender pursuant to the terms and (iii) provide conditions set forth in any other intercreditor agreement entered into between Senior Lender with copies of any and all material noticesSenior First Lien Lender, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In in the event of a casualty to the buildings or improvements constructed on any portion of the Premises Senior Collateral or a condemnation or taking under a power of eminent domain of all or any portion of the PremisesSenior Collateral, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award“ Award ”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents and all amounts owed to Senior First Lien Lender under the Senior First Lien Loan Documents, however, and (y) either the Senior Loan has and the Senior First Lien Loan have been paid in full or any Senior Debtor or Borrower is entitled to a remittance of same under the Senior Loan Documents or the Senior First Lien Loan Documents other than to repair or restore the PremisesSenior Collateral, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the any Senior Loan Documents, Debtor shall be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender ▇▇▇▇▇▇ receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall may release the Award from any such event to the Borrower any Senior Debtor if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises Senior Collateral in accordance with the terms and provisions of the Senior Loan Documents. Any No portion of the Award made available to the Borrower any Senior Debtor for the repair or restoration of the Premises Senior Collateral shall not be subject to attachment by Junior Mezzanine Lender.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this AgreementAgreement and (ii) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with the terms of this Agreement and the application of the proceeds therefrom as Junior Lender deems appropriate in its discretion, (x) all of such Junior Lender’s 's rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s 's rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender's Equity Collateral, which may be retained by such Junior Lender) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of the Senior Loan Liabilities then due to Senior Lender under the Senior Loan Documents are paidpaid in full and (y) all of such Junior Lender's rights to payment of the Junior Loan held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of the applicable Senior Junior Lender's rights to payment by the applicable Senior Junior Borrowers of the applicable Senior Junior Loans and the obligations secured by the applicable Senior Junior Loan Documents, and such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender's Equity Collateral, which may be retained by such Junior Lender) from Borrower, the Premises, from the applicable Senior Junior Borrower and/or the proceeds from items identified in clauses (i) or (ii) of the definition of Separate Collateral (but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender's Equity Collateral or any Guaranty Claim) securing or guaranteeing the applicable Senior Junior Loans prior to the date that all obligations of the applicable Senior Junior Borrowers then due to the applicable Senior Junior Lenders under the applicable Senior Junior Loan Documents are paid in full. (b) If (i) a Proceeding with respect to Senior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Loan Documents, after giving effect to Junior Lender's cure rights pursuant to Section 12, except as expressly otherwise provided herein, Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before any Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of Senior Borrower being subordinated to the payment of the Junior Loans) on account of any Junior Loan (other than payments with respect to a Junior Lender's Separate Collateral permitted pursuant to this Agreement). If (i) a Proceeding with respect to Senior Junior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Junior LoanLoan Documents, after giving effect to Subordinate Junior Lender's cure rights pursuant to Section 12, the Senior Junior Lender holding the applicable Senior Junior Loan shall be entitled to receive payment and performance in full of all amounts due or to become due to such Senior Junior Lender before any applicable Subordinate Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of any Junior Borrower being subordinated to the payment of the applicable Senior Junior Loans) on account of any applicable Subordinate Junior Loan (other than payments with respect to any applicable Subordinate Junior Lender's Separate Collateral permitted pursuant to this Agreement). All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received and held by such Junior Lender in trust by the Junior Lender for the benefit of Senior Lender and the applicable Senior Junior Lenders to the extent payable to Senior Lender or the applicable Senior Junior Lenders and shall be paid within two (2) Business Days of receipt thereof over first to Senior Lender to the extent then payable to Senior Lender and then to the applicable Senior Junior Lenders in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance first of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents and then for, the payment or performance of the applicable Senior Junior Loan Liabilities in accordance with the terms of the Senior Junior Loan Documents. Nothing contained herein shall prohibit the a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the its Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(aSections 10(a) and (b), so long provided that (x) after giving effect to each Junior Lender's cure rights pursuant to Section 12 hereof, no Event of Default shall exist and be continuing under the Senior Loan Documents or the applicable Senior Junior Loan Documents, or Junior Lender shall be pursuing its rights with respect to an Extended Non-Monetary Cure Period in accordance with and subject to the terms and conditions set forth in Section 12 of this Agreement with respect thereto and (y) the maturity date of the Senior Loan and the applicable Senior Junior Loan (in each case, as a Proceeding the same may be extended) has not occurred or a Continuing been accelerated (unless following any such acceleration the Senior Loan and/or the applicable Senior Junior Loan was reinstated and no Event of Default is not outstanding, exists thereunder): (i) a Junior Lender may accept and retain current and delinquent payments of any amounts due and payable from time to time that which the applicable Junior Borrower is obligated to pay to such Junior Lender Lender, or prepayments permitted to be made by such Junior Borrower, in either case in accordance with the terms and conditions of the applicable Junior Loan Documents and Documents. If funds are distributed to a Junior Lender shall have no obligation to pay over to in accordance with the Senior Loan Documents or the applicable Senior Junior Loan Documents, Senior Lender and the applicable Senior Junior Lender agrees that, absent clear evidence of error, such distribution shall be deemed to have been properly paid to such Junior Lender and may be accepted and retained by such Junior Lender; (ii) a Junior Lender may accept and retain amounts received in connection with the exercise of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with this Agreement; and (iii) a Junior Lender may accept and retain prepayments of its respective Junior Loan, together with any prepayment fee payable pursuant to such amounts. Prior Junior Loan Documents, from funds other than those funds held in the Senior Cash Management Account (as defined in the Senior Loan Agreement) or any applicable Senior Junior Loan Cash Management Account. (d) Subject to the terms and provisions of Section 6 hereof, a Junior Lender may, in its sole and absolute discretion without Senior Lender's or any Senior Junior Lender's consent, take any Equity Collateral Enforcement Action or Separate Collateral Enforcement Action; provided, however, (i) such Junior Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender and the applicable Senior Junior Lenders written notice of the default which would permit such Junior Lender to commence such Equity Collateral Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) as well as provide Senior Lender and the applicable Senior Junior Lenders with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise Action, (ii) such Junior Lender shall keep the Senior Lender and the applicable Senior Junior Lenders reasonably apprised as to the status of any Equity Collateral Enforcement ActionAction and (iii) if and to the extent that a Qualified Transferee acquires all of the ownership interests in an applicable Junior Borrower pursuant to an Equity Collateral Enforcement Action in accordance with the terms of this Agreement, then upon, from and after the vesting of title thereto, such Junior Lender's rights pursuant to Section 12 and Section 14 and the obligations of Senior Lender and the applicable Senior Junior Lenders pursuant to Section 12 and Section 14 with respect to such Junior Lender shall be null and void and of no further force and effect and every other provision in this Agreement which references such Sections, rights or obligations shall thereafter be read as if such reference, right or obligation were not contained or specified therein with respect to such Junior Lender. Nothing in this Agreement is intended to create and this Agreement does not create any security interest by any Junior Lender in favor of Senior Lender and the applicable Senior Junior Lenders and shall not constitute a guarantee by any Junior Lender of its respective Junior Borrower's obligations under the applicable Junior Loan Documents. (e) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, the buildings or improvements thereon, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event after deducting the costs of collection (the “"Award”"). If (x) , provided that if the amount of the Award is in excess of all amounts owed to the Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shallshall be applied, to the extent permitted in under the Senior Loan Documents, be paid as follows: (i) first, to or at the direction First Mezzanine Lender in the amount of Junior Lenderthe First Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the First Mezzanine Lender under the First Mezzanine Loan Documents, unless other Persons have claimed (ii) second, to the right Second Mezzanine Lender in the amount of the Second Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Second Mezzanine Lender under the Second Mezzanine Loan Documents, (iii) third, to such Awardthe Third Mezzanine Lender in the amount of the Third Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Third Mezzanine Lender under the Third Mezzanine Loan Documents, (iv) fourth, to the Fourth Mezzanine Lender in which case the amount of the Fourth Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Fourth Mezzanine Lender shall only be required under the Fourth Mezzanine Loan Documents, (v) fifth, to provide notice the Fifth Mezzanine Lender in the amount of the Fifth Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Fifth Mezzanine Lender under the Fifth Mezzanine Loan Documents, (vi) sixth, to Junior the Sixth Mezzanine Lender in the amount of such excess Award the Sixth Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Sixth Mezzanine Lender under the Sixth Mezzanine Loan Documents, (vii) seventh, to the Seventh Mezzanine Lender in the amount of the Seventh Mezzanine Adjusted Release Amount (as defined in the Senior Loan Agreement) due the Seventh Mezzanine Lender under the Seventh Mezzanine Loan Documents, and of any other claims thereto(viii) eighth, to Senior Borrower. In the event of any competing claims for any such excess Awardclaims, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons parties making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from Awards in any such event to the Senior Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises or any portion thereof in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award Awards made available to the Senior Borrower for the repair or restoration of the Premises or any portion thereof shall not be subject to attachment by any Junior Lender, but this sentence is not intended to otherwise affect any lien, if any, that a Junior Lender may have upon such proceeds. Senior Lender shall use reasonable efforts to promptly (x) notify each Junior Lender of any requests by Senior Borrower for the release of any Award and (y) provide each Junior Lender with any documentation delivered by Senior Borrower to Senior Lender with respect to any such request by Senior Borrower for the release of any Award. (f) With respect to any insurance policies (collectively, the "Policies") for the Premises for which a Junior Lender and/or its Affiliate are identified as "named insureds" or "additional insureds", until such time as the Senior Loan has been paid in full, each Junior Lender acknowledges and agrees that no Junior Lender nor any of its Affiliates shall have any right whatsoever to (i) contest or challenge (in their capacity as named insureds) any such settlement or adjustment approved by Senior Lender, (ii) disapprove any settlement or adjustment of any claim or any distribution of proceeds under the Policies approved by Senior Lender, or (iii) be issued checks, drafts or wires (jointly or otherwise) representing proceeds of the Policies. Nothing contained in this subparagraph (f) is meant to limit any rights that a Junior Lender has under its respective Junior Loan Documents to approve of any action taken by the applicable Junior Borrower. Senior Lender shall, at a Junior Lender's request, advise such Junior Lender from time to time as to the status of any settlement or adjustment of any claim or any distribution of proceeds under the Policies.

Payment Subordination. (a) Except (1) as otherwise expressly provided in this Agreement or (2) in connection with the exercise by a Junior Lender of its rights and remedies with respect to its Separate Collateral and the application of the proceeds therefrom (in accordance with this Agreement, including the proceeds from any sale of such Junior Lender’s interest in the related Junior Loan (in accordance with this Agreement)) as such Junior Lender deems appropriate in its sole discretion, (i) all of such Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including and such Junior Lender shall not, from and after receipt by such Junior Lender of written notice of the declaration of a Continuing Event of Default under the Senior Loan Documents, and thereafter, during the continuance of a Continuing Event of Default under the Senior Loan Documents (provided, however, that (I) application of proceeds from the enforcement, sale, liquidation or other disposition of the Equity Collateral and (II) proceeds from any Protective Advances Transfer of such Junior Lender’s interest in the Junior Loan held by such Junior Lender, in each case in accordance with this Agreement, may be made under the Junior Loans as if the Continuing Event of Default under the Senior Loan had not occurred), accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower and/or from the Senior Loan Collateral prior to the date that all obligations of Borrower to Senior Lender under the Senior Loan Documents are paid in full; and (ii) all of Subordinate Junior Lender’s rights to payment of the Subordinate Junior Loan and the obligations evidenced by the Subordinate Junior Loan Documents are hereby subordinated to all of the rights of the Senior Junior Lender to payment by the Senior Lender. If a Proceeding Junior Borrower of the Senior Junior Loan and the obligations secured by the Senior Junior Loan Documents, and Subordinate Junior Lender shall have occurred or not, from and after receipt by Subordinate Junior Lender of written notice of the declaration of, and thereafter, during the continuance of, a Continuing Senior Loan Event of Default shall have occurred and be continuingunder the Senior Junior Loan Documents, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, the Senior Loan Collateral or any portion thereof, the Senior Junior Borrower, and/or proceeds of the Separate Collateral securing or guaranteeing the Senior Junior Loan prior to the date that all obligations of the Senior Junior Borrower to the Senior Junior Lender under the Senior Junior Loan Documents are paid in full in cash (in the case of either clause (i) or (ii) above, other than (A) payments with respect to a Junior Lender’s Separate Collateral, including the proceeds of any enforcement, sale or liquidation of such Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, (B) proceeds from any Transfer of such Junior Lender’s interest in the Junior Loan held by such Junior Lender in accordance with this Agreement and the Junior Lender receiving such payment may retain such payments) or (C) as permitted under Section 6(b) hereof. (b) If a Proceeding affecting Borrower or the Premises shall have occurred and has not been dismissed or from any other source unless all obligations there shall have occurred and be continuing a Continuing Event of Default under the Senior Loan Documents are paid(provided, however, that if a Proceeding affecting Borrower or the Premises shall not have occurred (or, if it has occurred, it has been dismissed) and a Junior Lender is diligently exercising its cure rights pursuant to Section 12 with respect to the Senior Loan, payments may be made under its Junior Loan, as well as under the Senior Junior Loan, if applicable, as if the Event of Default under the Senior Loan had not occurred), and (ii) except as otherwise provided herein, Senior Lender shall be entitled to receive payment in full and performance in full of all amounts due or owing from to become due to Senior Lender under the Senior Loan Documents before any Junior Lender is entitled to receive any payment on account of its Junior Loan (other than as expressly permitted by Section 9, Section 10(a), this Section 10(b) or Section 10(c)). If a Proceeding affecting Senior Junior Borrower shall have occurred and has not been dismissed or guarantor there shall have occurred and be continuing an Event of Default under any the Senior Junior Loan Documents (provided, however, that if a Proceeding affecting Senior Junior Borrower shall not have occurred (or, if it has occurred, it has been dismissed) and Subordinate Junior Lender is diligently exercising its cure rights pursuant to Section 12 with respect to the Senior Junior Loan, payments may be made under the Subordinate Junior Loan, as if the Event of Default under the Senior Junior Loan had not occurred), the Senior Junior Lender shall be entitled to receive payment in full and performance in full of all amounts due or to become due to the Senior Junior Lender under the Senior Junior Loan Documents before Subordinate Junior Lender is entitled to receive any payment on account of the Subordinate Junior Loan, other than as expressly permitted by Section 9, Section 10(a), this Section 10(b) or Section 10(c). All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received in trust for the benefit of Senior Lender and, if applicable, Senior Junior Lender and shall be paid over first to Senior Lender to the extent that Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then, if applicable, to Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then, if applicable, the Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents (provided that if such payments or distributions are not so applied, and the Senior Loan and, if applicable, the Senior Junior Loan have otherwise been paid in full, such payments or proceeds shall be returned to the Junior Lender that paid over such amounts). Nothing contained herein shall prohibit a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of its Junior Loan) notwithstanding the existence of an Event of Default under the Senior Loan at such time (and, in the case of Subordinate Junior Lender, notwithstanding the existence of an Event of Default under the Senior Junior Loan at such time). (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Sections 10(a) and (b): (i) provided that no Continuing Event of Default shall then exist under the Senior Loan Documents or (with respect to acceptance of payments by Subordinate Junior Lender only) the Senior Junior Loan Documents, a Junior Lender may accept and retain payments of any amounts (both current and delinquent) due and payable from time to time (including, without limitation, payments to cure a default under its Junior Loan) (A) which the applicable Junior Borrower is obligated to pay such Junior Lender in accordance with the terms and conditions of the applicable Junior Loan Documents, and (B) from a Junior Borrower from its own funds and from funds of any Affiliate contributed to such Junior Borrower (and not revenue derived from the Premises, insurance, condemnation proceeds, reserve/escrow amounts or the other collateral for the Senior Loan or, if applicable, the Senior Junior Loan except to the extent the same was distributed or dividended to such Junior Borrower or parent thereof (and the same was not a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents or, if applicable, Senior Junior Loan Documents)), and, in either case, such Junior Lender shall have no obligation to pay any such amounts over to Senior Lender or Senior Junior Lender (ii) provided that no Continuing Event of Default shall then exist under the Senior Loan Documents or (with respect to acceptance of payments by Subordinate Junior Lender only) the Senior Junior Loan Documents, nothing herein shall (A) prohibit a Junior Borrower from making payments from its own funds and from funds of any Affiliate contributed to such Junior Borrower (and not revenue derived from the Premises, insurance, condemnation proceeds, reserve or escrow amounts or the other collateral for the Senior Loan or (with respect to Subordinate Junior Loan only) the Senior Junior Loan except to the extent the same was distributed or dividended to such Junior Borrower or Affiliate thereof (and the same was not a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents or Senior Junior Loan Documents)) to cure a default under or otherwise to comply with its Junior Loan notwithstanding the existence of an Event of Default that is not a Continuing Event of Default under the Senior Loan or Senior Junior Loan at such time or (B) prohibit a Junior Lender from accepting and retaining any such permitted payment described in clause (A) of this subsection (ii) (it being acknowledged and agreed that any funds received by a Junior Lender from distributions or dividends made in violation of the terms of the Senior Loan Documents or the Senior Junior Loan Documents shall be held in trust by the Junior Lender for the benefit of Senior Lender and Senior Junior Lender and shall be paid over first to Senior Lender to the extent that Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then to Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied to, or held as collateral for, as applicable, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents (provided that if such funds are not so applied, and the Senior Loan and Senior Junior Loan have otherwise been paid in full, such payments or proceeds shall be returned to Subordinate Junior Lender)); (iii) provided that no Continuing Event of Default shall then exist under the Senior Loan Documents or (with respect to acceptance of payments by Subordinate Junior Lender only) the Senior Junior Loan Documents, any guarantor or indemnitor under or with respect to any Junior Loan, any Affiliate of any guarantor or indemnitor under or with respect to any Junior Loan, and any other Person may make payments from its own funds (which may include any Premises-related revenue that is or was distributed or dividended to such Person (other than a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents or, if applicable, the Senior Junior Loan Documents)) to cure a default or otherwise make any payments under or in respect of the respective Junior Loan, and the applicable Junior Lender may receive and retain any such payments notwithstanding the existence of any Event of Default that is not a Continuing Event of Default under the Senior Loan or the Senior Junior Loan (it being acknowledged and agreed that any funds received by a Junior Lender from distributions or dividends made in violation of the terms of the Senior Loan Documents or the Senior Junior Loan Documents shall be held in trust for the benefit of Senior Lender and Senior Junior Lender and shall be paid over first to Senior Lender and then to Senior Junior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)to, or held as collateral for (in the case of non-cash property or securities), the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit Documents and then the Senior Junior Lender from making Protective Advances (and adding Loan in accordance with the amount thereof to the principal balance terms of the Senior Junior LoanLoan Documents (provided that if such funds are not so applied, and the Senior Loan and Senior Junior Loan have otherwise been paid in full, such payments or proceeds shall be returned to Subordinate Junior Lender)); (iv) notwithstanding the existence as long as no Continuing Event of a default Default shall then exist under the Senior Loan at such time. Notwithstanding anything Documents (or with respect to acceptance of payments by Subordinate Junior Lender only , the Senior Junior Loan Documents), nothing herein shall prohibit a Junior Lender from accepting a voluntary prepayment from the applicable Junior Borrower pursuant to the contrary contained in this Agreementprovisions of Section 2.4 of the applicable Junior Loan Agreement to the extent the same is permitted pursuant to the Senior Loan Documents (and, includingif applicable, without limitation, Section 9(a), so the Senior Junior Loan Documents) as long as Borrower (and, if applicable, Senior Junior Borrower) concurrently makes a Proceeding has not occurred or a Continuing pro rata prepayment of the Senior Loan Event (and, if applicable, the Senior Junior Loan) as required pursuant to Section 2.4 of Default is not outstandingthe Senior Loan Agreement (and, if applicable, the Senior Junior Loan Agreement); and (v) a Junior Lender may accept payments and retain amounts received in connection with the exercise of any amounts due its rights and payable from time remedies with respect to time that Borrower is obligated to pay to Junior Lender its related Separate Collateral in accordance with the terms and conditions of this Agreement, including the proceeds of any Equity Collateral Enforcement Action and any other enforcement, sale or liquidation of a Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, or proceeds from any sale in accordance with the terms and conditions of this Agreement of such Junior Lender’s interest in the Junior Loan Documents and held by such Junior Lender shall have no obligation or any other payments permitted to pay over be made to such Junior Lender hereunder. (d) A Junior Lender may effect any Realization Event which is not prohibited by Section 6 in its sole and absolute discretion without Senior Lender’s or Senior Junior Lender’s consent; provided, however, that (i) such Junior Lender any such amounts. Prior shall, prior to commencing any Enforcement ActionRealization Event, give Senior Lender and the other Junior Lender shall (i) give the Senior Lender written notice of the default which would permit such Junior Lender to commence such Enforcement ActionRealization Event, and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Junior Lender shall keep Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Junior Lender reasonably apprised as to the status of any Enforcement Action. Realization Event, provided, that a Junior Lender’s compliance with its obligations under this sentence shall not in and of itself constitute a condition to completing a Realization Event (or otherwise give rise to any right of Senior Lender or any other Junior Lender to, or to move or otherwise seek to, stay, delay, postpone, prevent or otherwise interfere with such Realization Event), so long as such Realization Event is otherwise implemented in accordance with the terms and provisions of this Agreement. (e) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event event, net of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such payments, awards, proceeds, distributions, or consideration (the “Award”), shall be applied by Senior Lender in accordance with the terms of the Senior Loan Agreement. If (x) In the amount of event that the Award is in excess of all amounts owed due to Senior Lender in accordance with the terms of the Senior Loan Agreement, then Senior Lender shall, so long as there is no Continuing Event of Default under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, distribute such excess Award or portion to Mezzanine 1 Lender to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises applied in accordance with the terms and provisions of the Senior Mezzanine 1 Loan Documents. Any portion of Agreement or, if the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.Mezzan

Payment Subordination. Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) The Administrative Agent and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender Lenders shall be entitled to receive the full and indefeasible payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect Lender Obligations from the Assets and the proceeds thereof prior to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan Noteholder Obligations from the Assets and the proceeds thereof. In furtherance thereof, the Debtors agree that (a) following the giving of written notice by the Administrative Agent to the Borrower of the occurrence of any Lender Default which is a default in the payment of money (including any Lender Default which has resulted in an acceleration of the Lender Obligations) or (b) the filing of any proceeding under the Bankruptcy Code with respect to either of the Debtors, the Debtors shall not make (and the Trustee and the Noteholders agree that, they shall not take and receive) any payments with respect to the Noteholder Obligations from the Assets or the proceeds thereof and (b) following the giving of written notice by the Administrative Agent to the Borrower of the occurrence of any other Lender Default which may, with the lapse of time or the giving of notice, result in an acceleration of the Lender Obligations, the Debtors shall not make (and the Trustee and the Noteholders agree that, they shall not take and receive) any payments with respect to the Noteholder Obligations whether from the Assets, the proceeds thereof or otherwise until the earlier to occur of (i) the waiver or cure, in accordance with the terms of the Senior Loan Lender Documents, of such Lender Default or (ii) the expiration of 179 days after Borrowers receipt of such notice without the Lender Obligations having been accelerated or an Insolvency Proceeding being commenced with respect to any Debtor during such 179-day period. Nothing contained herein shall prohibit No nonpayment default that existed or was continuing on the Junior Lender from making Protective Advances (and adding the amount thereof date of delivery of any notice to the principal balance Trustee by the Administrative Agent pursuant to clause (b) above, and which is known to the Lenders, shall be, or be made, the basis for a subsequent notice pursuant to clause (b) above (unless such nonpayment default shall have been cured or waived for a period of not less than 181 days). Any payment made in violation of this Section 4 shall be held by the Junior Loan) notwithstanding Trustee in the existence of a default under the Senior Loan at such timemanner described in Section 6. Notwithstanding anything to the contrary contained set forth above, in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time the event that the Administrative Agent’s rights to time that Borrower is obligated to pay to Junior Lender receive payment in accordance with the terms and conditions respect of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed Obligations are ruled by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event subordinated to the Borrower if and claims of unsecured creditors or otherwise set aside in any legal proceeding, including any Insolvency Proceeding with respect to the extent required any Debtor, by the terms and conditions reason of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions willful misconduct of the Senior Loan Documents. Any portion Administrative Agent or any one or more of the Award made available to Lenders, then the Borrower for the repair or restoration rights of the Premises Noteholders in respect of the Noteholder Obligations shall not be subject to attachment by Junior Lenderthis Section 4.

Payment Subordination. Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of The Term Loan Lenders agree that the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or Obligations with respect to the Junior Term Loan which Facility continue to be expressly subordinate and junior in right of payment to all Obligations with respect to the Revolving Credit Facility (including any interest or entitlement to fees or expenses or other charges with respect to the Revolving Credit Facility accruing after the commencement of any proceeding under any Debtor Relief Law, whether or not such amounts are allowed in any proceeding), except for any payment of (a) any payment expressly permitted to be made prior to the Restatement Effective Date under Section 11.01 of the Existing Credit Agreement, (b) the 2020 Refinancing Term Loan Lender Expenses, (c) Cashless Term Loan Prepayments, (d) the Amendment No. 3 Term Loan Prepayment and (de) other than upon and during the continuance of an Event of Default, any interest on the Term Loans due on the applicable Interest Payment Date, the date of the Amendment No. 3 Term Loan Prepayment or on any Cashless Term Loan Prepayment on the date that such prepayment is deemed made, and payments made in lieu of interest pursuant to the ▇. ▇▇▇▇▇ Fee Letter and any fees paid in connection with the Term Loans pursuant to the ▇. ▇▇▇▇▇ Fee Letter. (ai) Clause (a) of Section 11.02 (Turnover) of the Credit Agreement shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows: (a) Any payment or distribution (whether in cash, property or securities) that may be received by Junior any Term Loan Lender contrary or its Affiliate (including, in each case, in its capacity as a holder of Notes Indebtedness) on account of any Obligations with respect to the provisions Term Loan Facility, the Notes Indebtedness, the ▇. ▇▇▇▇▇ Fee Letter or the 2020 Refinancing in violation of this Agreement (including Section 7.05) shall be received segregated and held in trust by and promptly paid over to the Junior Lender Administrate Agent, for the benefit of Senior Lender and shall be paid over to Senior Lender the Secured Parties, in each case, in the same form as so received (received, with any necessary endorsement) endorsements, and each of the Term Loan Lenders hereby authorizes the Administrative Agent to be applied to make any such endorsements as agent for such Term Loan Lender or its respective Affiliate (in each case, which authorization, being coupled with an interest, is irrevocable). All such payments paid over to the case Administrative Agent shall be, as applicable, (i) used to prepay Revolving Credit Loans pay L/C Borrowings and, if the Revolving Credit Loans L/C Borrowings are paid in full, Cash Collateralize Letters of cash), Credit or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan ii) applied in accordance with the terms provisions of the Senior Loan DocumentsSection 8.03. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance For purposes of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred each Term Loan Lender agrees that in an any proceeding under any Debtor Relief Law or a Continuing Senior any other judicial proceeding relative to any Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions Party of the Junior Borrower, any debt or equity securities issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Documents and Junior Party that is allocated to any Term Loan Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice or Affiliate thereof on account of the default which would permit Junior Lender Term Loan Facility, the Notes Indebtedness, the ▇. ▇▇▇▇▇ Fee Letter or the 2020 Refinancing in a plan of reorganization or liquidation shall be deemed to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as payments that are subject to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and turnover provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lenderhereunder.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this AgreementAgreement and (ii) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral (or, all subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with the terms of this Agreement and the application of the proceeds therefrom as Junior Lender deems appropriate in its discretion, (x) each Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by each such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Senior Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) no such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received by such Junior Lender from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral or from any Guaranty Claim, which may be retained by such Junior Lender) from Borrower, Senior Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of the Senior Loan Liabilities then due to Senior Lender under the Senior Loan Documents are paidpaid in full and (y) each Junior Lender’s rights to payment of the Junior Loan held by each such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to the rights to payment of each Senior Junior Lender (senior to each such Junior Lender, in each case) by the applicable Senior Junior Borrowers of the applicable Senior Junior Loans and the obligations secured by the applicable Senior Junior Loan Documents, and no such Junior Lender shall accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received by such Junior Lender from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Senior Borrower, the Premises, from any Senior Junior Borrower(s) (senior to it, in each case) and/or the proceeds from items identified in clauses (i) or (ii) of the definition of Separate Collateral (but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral or from any Guaranty Claim, which may be retained by such Junior Lender) securing or guaranteeing the applicable Senior Junior Loans prior to the date that all obligations of the applicable Senior Junior Borrowers then due to the applicable Senior Junior Lenders under the applicable Senior Junior Loan Documents are paid in full. (b) If (i) a Proceeding with respect to Senior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Loan Documents, after giving effect to each Junior Lender’s cure rights pursuant to Section 12, except as expressly otherwise provided herein, Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before any Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of Senior Borrower being subordinated to the payment of the Junior Loans) on account of any Junior Loan (other than payments with respect to a Junior Lender’s Separate Collateral permitted pursuant to this Agreement). If (i) a Proceeding with respect to Senior Junior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the applicable Senior Junior LoanLoan Documents, after giving effect to each Subordinate Junior Lender’s cure rights pursuant to Section 12 (subject to the provisions of Section 37), the Senior Junior Lender holding the applicable Senior Junior Loan shall be entitled to receive payment and performance in full of all amounts due or to become due to such Senior Junior Lender before any applicable Subordinate Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of any Junior Borrower being subordinated to the payment of the applicable Senior Junior Loans) on account of any applicable Subordinate Junior Loan (other than payments with respect to any applicable Subordinate Junior Lender’s Separate Collateral permitted pursuant to this Agreement). All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received and held by such Junior Lender in trust by the Junior Lender for the benefit of Senior Lender and such Junior Lender’s Senior Junior Lenders to the extent payable to Senior Lender or such Senior Junior Lenders and shall be paid within two (2) Business Days of receipt thereof over first to Senior Lender to the extent then payable to Senior Lender and then to such Senior Junior Lenders (in order of priority) in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance first of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents and then for, the payment or performance of the applicable Senior Junior Loan Liabilities in accordance with the terms of the Senior Junior Loan Documents. Nothing contained herein shall prohibit the a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the its Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(aSections 10(a) and (b), so long provided that (x) after giving effect to each Junior Lender’s cure rights pursuant to Section 12 hereof, no Event of Default shall exist and be continuing under the Senior Loan Documents or the applicable Senior Junior Loan Documents, or Junior Lender shall be pursuing its rights with respect to an Extended Non-Monetary Cure Period in accordance with and subject to the terms and conditions set forth in Section 12 of this Agreement with respect thereto and (y) the maturity date of the Senior Loan and the applicable Senior Junior Loan (in each case, as a Proceeding the same may be extended) has not occurred or a Continuing been accelerated (unless following any such acceleration the Senior Loan and/or the applicable Senior Junior Loan was reinstated and no Event of Default is not outstanding, exists thereunder): (i) a Junior Lender may accept and retain current and delinquent payments of any amounts due and payable from time to time that which the applicable Junior Borrower is obligated to pay to such Junior Lender Lender, or prepayments permitted to be made by such Junior Borrower, in either case in accordance with the terms and conditions of the applicable Junior Loan Documents and Documents. If funds are distributed to a Junior Lender shall have no obligation to pay over to in accordance with the Senior Loan Documents or any Senior Junior Loan Documents, Senior Lender and the applicable Senior Junior Lender(s) agree that, absent clear evidence of error, such distributions shall be deemed to have been properly paid to such Junior Lender and may be accepted and retained by such Junior Lender; (ii) a Junior Lender may accept and retain amounts received in connection with the exercise of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with this Agreement; and (iii) a Junior Lender may accept and retain prepayments of its respective Junior Loan, together with any prepayment fee payable pursuant to such amounts. Prior Junior Loan Documents, from funds other than those funds held under the Senior Loan Documents or under any applicable Senior Junior Loan Documents. (d) Subject to commencing the terms and provisions of Section 6 hereof, a Junior Lender may, in its sole and absolute discretion without Senior Lender’s or any Senior Junior Lender’s consent, take any Equity Collateral Enforcement Action or Separate Collateral Enforcement Action; provided, however, (i) such Junior Lender shall (iy) prior to commencing any Equity Collateral Enforcement Action, give the Senior Lender and the applicable Senior Junior Lenders written notice of the default which would permit such Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Equity Collateral Enforcement Action, and (iiiz) provide Senior Lender and the applicable Senior Junior Lenders with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise Action, (ii) such Junior Lender shall keep the Senior Lender and the applicable Senior Junior Lenders reasonably apprised as to the status of any Equity Collateral Enforcement ActionAction and (iii) if and to the extent that a Qualified Transferee acquires all of the ownership interests in an applicable Junior Borrower pursuant to an Equity Collateral Enforcement Action in accordance with the terms of this Agreement, then upon, from and after the vesting of title thereto, such Junior Lender’s rights pursuant to Section 12 and Section 14 and the obligations of Senior Lender and the applicable Senior Junior Lenders pursuant to Section 12 and Section 14 with respect to such Junior Lender shall be null and void and of no further force and effect and every other provision in this Agreement which references such Sections, rights or obligations shall thereafter be read as if such reference, right or obligation were not contained or specified therein with respect to such Junior Lender. Nothing in this Agreement is intended to create and this Agreement does not create any security interest by any Junior Lender in favor of Senior Lender and any Senior Junior Lenders and shall not constitute a guarantee by any Junior Lender of its respective Junior Borrower’s obligations under the applicable Junior Loan Documents. (e) In the event of a casualty to the buildings or improvements constructed on any portion of the any of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of any of the Premises, the buildings or improvements thereon, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event after deducting the costs of collection (the “Award”). If (x) , provided that if the amount of the Award is in excess of all amounts owed to the release consideration due the Senior Lender under the Senior Loan Documents, however, and no Event of Default then exists under the Senior Loan (y) or either the Senior Loan has been paid in full or Senior Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore in connection with the restoration of the Premises), such excess Award or portion to be so remitted to Borrower shallshall be applied, to the extent permitted in under the Senior Loan Documents, be paid as follows: (i) first, to or at the direction First Mezzanine Lender in the amount of Junior Lenderthe release consideration due the First Mezzanine Lender under the First Mezzanine Loan Documents, unless other Persons have claimed (ii) second, to the right Second Mezzanine Lender in the amount of the release consideration due the Second Mezzanine Lender under the Second Mezzanine Loan Documents, (iii) third, to such Awardthe Third Mezzanine Lender in the amount of the release consideration due the Third Mezzanine Lender under the Third Mezzanine Loan Documents, (iv) fourth, to the Fourth Mezzanine Lender in which case Senior the amount of the release consideration due the Fourth Mezzanine Lender shall only be required under the Fourth Mezzanine Loan Documents, (v) fifth, to provide notice the Fifth Mezzanine Lender in the amount of the release consideration due the Fifth Mezzanine Lender under the Fifth Mezzanine Loan Documents, (vi) sixth, to Junior the Sixth Mezzanine Lender in the amount of such excess Award the release consideration due the Sixth Mezzanine Lender under the Sixth Mezzanine Loan Documents, (vii) seventh, to the Seventh Mezzanine Lender in the amount of the release consideration due the Seventh Mezzanine Lender under the Seventh Mezzanine Loan Documents, (viii) eighth, to the Eighth Mezzanine Lender in the amount of the release consideration due the Eighth Mezzanine Lender under the Eighth Mezzanine Loan Documents, (ix) ninth, to the Ninth Mezzanine Lender in the amount of the release consideration due the Ninth Mezzanine Lender under the Ninth Mezzanine Loan Documents and of any other claims thereto(xi) tenth, to the Ninth Mezzanine Borrower. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons parties making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from Awards in any such event to the Senior Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises or any portion thereof in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award Awards made available to the Senior Borrower for the repair or restoration of the Premises or any portion thereof shall not be subject to attachment by any Junior Lender, but this sentence is not intended to otherwise affect any lien, if any, that a Junior Lender may have upon such proceeds. Senior Lender shall use reasonable efforts to promptly (x) notify each Junior Lender of any requests by Senior Borrower for the release of any Award and (y) provide each Junior Lender with any documentation delivered by Senior Borrower to Senior Lender with respect to any such request by Senior Borrower for the release of any Award. Senior Lender shall, at the request of a Junior Lender, advise such Junior Lender from time to time as to the status of any settlement or adjustment of any claim or any distribution of proceeds under any insurance policies. (f) With respect to any insurance policies (collectively, the “Policies”) for the Premises for which a Junior Lender and/or its Affiliate are identified as “named insureds” or “additional insureds”, until such time as the Senior Loan has been paid in full, each Junior Lender acknowledges and agrees that no Junior Lender nor any of its Affiliates shall have any right whatsoever to (i) contest or challenge (in their capacity as named insureds) any such settlement or adjustment approved by Senior Lender, (ii) disapprove any settlement or adjustment of any claim or any distribution of proceeds under the Policies approved by Senior Lender, or (iii) be issued checks, drafts or wires (jointly or otherwise) representing proceeds of the Policies. Nothing contained in this subparagraph (f) is meant to limit any rights that a Junior Lender has under its respective Junior Loan Documents to approve of any action taken by the applicable Junior Borrower. Senior Lender shall, at a Junior Lender’s request, advise such Junior Lender from time to time as to the status of any settlement or adjustment of any claim or any distribution of proceeds under the Policies.

Payment Subordination. Except (a) Subject to Section 9(b) hereof, except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by Mezzanine Lender of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of Borrower to Senior Lender under the Senior Loan Documents are paid. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall exist, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a)) hereof, so long as a Proceeding has not occurred or a provided that no Continuing Senior Loan Event of Default is not outstandingshall then exist, Junior Mezzanine Lender may accept payments of any amounts (both current and delinquent) due and payable from time to time that which Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior . (c) Mezzanine Lender may take any Equity Collateral Enforcement Action which is permitted under Section 5 hereof; provided, however, that (i) Mezzanine Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Mezzanine Lender to commence such Equity Collateral Enforcement Action, Action and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Mezzanine Lender shall provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. . (d) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in not prohibited by the Senior Loan Documents, be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall notify Mezzanine Lender thereof and shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior LenderMezzanine Lender but this sentence is not intended to otherwise affect the lien, if any, that Mezzanine Lender may have upon such proceeds.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement, (x) all of such Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received from any bona-fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of the Senior Loan Liabilities then due under to Senior Lender under the Senior Loan Documents and all Default Advance Amounts, if any, due to Senior Lender in accordance with this Agreement are paidpaid in full and (y) all of such Junior Lender’s rights to payment of the Junior Loan held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of the applicable Senior Junior Lender’s rights to payment by the applicable Senior Junior Borrowers of the applicable Senior Junior Loans and the obligations secured by the applicable Senior Junior Loan Documents, and such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set off, counterclaim or otherwise, but excluding, the proceeds received from any bona-fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Borrower, the Premises, from the applicable Senior Junior Borrower and/or the proceeds from items identified in clauses (i) or (ii) of the definition of Separate Collateral (but excluding, the proceeds received from any bona-fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral) securing or guaranteeing the applicable Senior Junior Loans prior to the date that all obligations of the applicable Senior Junior Borrowers to the applicable Senior Junior Lenders under the applicable Senior Junior Loan Documents and all Default Advance Amounts, if any, due to Senior Junior Lender in accordance with this Agreement are paid in full. (b) If (i) a Proceeding with respect to Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Loan Documents, after giving effect to Junior Lender’s cure rights pursuant to Section 12 hereof, except as expressly otherwise provided herein, Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender (including any Default Advance Amounts) before any Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of Borrower being subordinated to the payment of the Junior Loans) on account of the any Junior Loan. All payments or distributions upon or If (i) a Proceeding with respect to the Senior Junior Loan which are received by Junior Lender contrary to the provisions Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default Default under the Senior Junior Loan at such time. Notwithstanding anything Documents, after giving effect to Subordinate Junior Lender’s cure rights pursuant to Section 12 hereof, the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with holding the terms and conditions of the applicable Senior Junior Loan Documents shall be entitled to receive payment and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld performance in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess full of all amounts owed due or to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right become due to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of (including any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.Default Advance

Payment Subordination. Except as otherwise expressly provided (a) Each Second Lien Claimholder agrees that all payments in this Agreement, all respect of Junior Lender’s rights the Second Lien Obligations shall be subordinate and junior in right to payment of and all other respects to the Junior Loan (including, but not limited to, payment of principal, interestFirst Lien Obligations, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender that it shall not accept any payment in respect of the Second Lien Obligations (whether optional, voluntary, mandatory, or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly otherwise or by set-off, counterclaim redemption, defeasance, or otherwiseother payment or distribution) from Borrowerprior to the Discharge of First Lien Obligations; provided, from however, that the Premises Second Lien Claimholders may receive (x) payments constituting Revenue Interest Payments, (y) so long as no default or from event of default under any other source unless all obligations under First Lien Debt Document has occurred and is continuing or would result therefrom, payments constituting (A) the Senior Loan Documents Put/Call Price, any Catch-Up Payments and any indemnification amount payable pursuant to the Revenue Interest Financing Agreement and (B) expense reimbursement to the extent required pursuant to the Revenue Interest Financing Agreement, in each case, to the extent such payments are paidotherwise permitted pursuant to the terms of the First Lien Debt Documents, and (iiz) Senior Lender shall be entitled debt or equity securities that are issued by a reorganized debtor pursuant to receive payment and performance a plan of reorganization or similar dispositive restructuring plan in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled connection with an Insolvency Proceeding to receive any payment Second Lien Claimholder on account of the Junior Loan. All payments or distributions upon or with respect Second Lien Obligations that are subordinated at least to the Junior Loan which same extent as the Second Lien Obligations are subordinated to the First Lien Obligations pursuant to the terms of this Agreement. If any payments are received in contravention of the foregoing at any time before the Discharge of First Lien Obligations by Junior Lender contrary to one or more of the provisions of this Agreement Second Lien Claimholders, they shall be received and held in trust by the Junior Lender for the benefit of Senior Lender the First Lien Claimholders and shall be forthwith paid over to Senior Lender in First Lien Agent for the same form as so received benefit of the First Lien Claimholders. (with any necessary endorsementb) Subject to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securitiesSection 4.1(b), the subordination of Liens on Second Lien Priority Collateral securing First Lien Obligations to Liens on Second Lien Priority Collateral securing Second Lien Obligations set forth in this Agreement affects only the relative priority of those Liens as set forth in this Agreement and does not otherwise subordinate the First Lien Obligations in right of payment or performance of to the Senior Loan in accordance with the terms of the Senior Loan DocumentsSecond Lien Obligations. Nothing contained herein shall prohibit in this Agreement will affect the Junior Lender from making Protective Advances (obligation of each Grantor to make and adding the amount thereof entitlement of any First Lien Claimholder to demand, receive and retain payments of interest, principal, and other amounts due pursuant to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan First Lien Debt Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lenderconstituting First Lien Obligations.

Payment Subordination. (a) Except (1) as otherwise expressly provided in this Agreement or (2) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral and the application of the proceeds therefrom (in accordance with this Agreement, including the proceeds from any sale of such Junior Lender’s interest in the related Junior Loan) as such Junior Lender deems appropriate in its sole discretion, (i) all of such Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by the Borrower Parties of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances ; and (ii) all of such Junior Lender’s rights to payment of the Junior Loan held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of the rights of each Senior Junior Lender to payment by each Senior Junior Borrower of the related Senior Junior Loan and the obligations secured by the Senior Lender. If a Proceeding Junior Loan Documents, and such Junior Lender shall have occurred or not, from and after receipt by such Junior Lender of written notice of the declaration of, and thereafter, during the continuance of, a Continuing Senior Loan Event of Default shall have occurred and be continuingunder the Senior Junior Loan Documents, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from any Borrower Party, the Premises, from any Senior Junior Borrower, and/or proceeds from Separate Collateral securing or guaranteeing such Senior Junior Loan prior to the Premises date that all obligations of the related Senior Junior Borrower to the related Senior Junior Lender under the Senior Junior Loan Documents are paid in full in cash (other than (a) payments with respect to a Junior Lender’s Separate Collateral, including the proceeds of any enforcement, sale or liquidation of a Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, or (b) proceeds from any other source unless all obligations Transfer of such Junior Lender’s interest in the Junior Loan held by such Junior Lender in accordance with this Agreement and the Junior Lender receiving such payment may retain such payments). (b) If a Proceeding of a Borrower Party shall have occurred and has not been dismissed or there shall have occurred and be a Continuing Event of Default under the Senior Loan Documents are paidDocuments, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing to become due to Senior Lender under the Senior Loan Documents before any Junior Lender is entitled to receive any payment on account of any Junior Loan (other than (a) payments with respect to a Junior Lender’s Separate Collateral, including the proceeds of any enforcement, sale or liquidation of a Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, (b) proceeds from any sale in accordance with this Agreement of such Junior Lender’s interest in the Junior Loan held by such Junior Lender) and no Junior Lender shall accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from any Borrower Party or guarantor from the Premises or other collateral securing the Senior Loan (provided, that Senior Lender shall have given to such Junior Lender each notice that Senior Lender shall have been obligated under this Agreement to give to such Junior Lender in respect of such Proceeding or the applicable Event of Default) prior to the date that all obligations of the Borrower Parties to Senior Lender under the Senior Loan Documents are paid in full in cash, or (c) payments permitted under the last sentence of Section 9; provided, however, that if a Junior Lender is diligently exercising its respective cure rights pursuant to Section 12 with respect to defaults under the Senior Loan Documents, then payments may be made under the related Junior Loan, as well as under any Junior Loan that is a Senior Junior Loan relative to such Junior Loan, as if the Event of Default under the Senior Loan had not occurred so long as no Proceeding of any Borrower Party shall have occurred without being dismissed. If a Proceeding with respect to a Senior Junior Borrower shall have occurred and has not been dismissed or there shall have occurred and be a Continuing Event of Default under the Senior Junior Loan Documents, the related Senior Junior Lender shall be entitled to receive payment in full in cash and performance in full of all amounts due or to become due to such Senior Junior Lender under such Senior Junior Loan Documents before any Subordinate Junior Lender is entitled to receive any payment on account of the related Subordinate Junior Loan (other than (a) payments with respect to such Subordinate Junior Lender’s Separate Collateral, including the proceeds of any enforcement, sale or liquidation of such Subordinate Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, or (b) proceeds from any sale of such Junior Lender’s interest in the Junior Loan held by such Junior Lender) and no Subordinate Junior Lender shall accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from a Senior Junior Borrower or from the Separate Collateral for any Senior Junior Loan (provided, that such Senior Junior Lender shall have given to such Subordinate Junior Lender each notice that such Senior Junior Lender shall have been obligated under this Agreement to give to such Subordinate Junior Lender in respect of such Proceeding or the applicable Event of Default) prior to the date that all obligations of such Senior Junior Borrower to such Senior Junior Lender under the Senior Junior Loan Documents are paid in full in cash, or (c) payments permitted under the last sentence of Section 9; provided, however, that if such Subordinate Junior Lender is diligently exercising its cure rights pursuant to Section 12 with respect to all defaults under the Senior Loan Documents and the Senior Junior Loan Documents, then payments may be made under the related Subordinate Junior Loan, as well as under any other Junior Loan that is a Senior Junior Loan relative to such Subordinate Junior Loan, as if the Event of Default under such Senior Junior Loan had not occurred so long as a Proceeding of a Senior Junior Borrower shall not have occurred without being dismissed. All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and each applicable Senior Junior Lender (to the extent payable to such Senior Junior Lender) and shall be paid over first to Senior Lender to the extent that Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then to the most Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, as applicable, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents. Nothing contained herein shall prohibit the a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the its Junior Loan) notwithstanding the existence of a default an Event of Default under the Senior Loan or any Senior Junior Loan at such time. . (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(aSections 10(a) and (b), so long as a Proceeding has not occurred or a but without limiting any payments permitted in accordance with the last sentence of Section 9 hereof: (i) provided that no Continuing Senior Loan Event of Default is not outstandingshall then exist under the Senior Loan Documents or (with respect to acceptance of payments by a Subordinate Junior Lender only) the Senior Junior Loan Documents, a Junior Lender may accept payments of any amounts (both current and delinquent) due and payable from time to time that (A) which the applicable Junior Borrower is obligated to pay to such Junior Lender in accordance with the terms and conditions of the applicable Junior Loan Documents, and (B) from a Junior Borrower from its own funds and from funds of any Affiliate contributed to such Junior Borrower (and not revenue derived from the Premises, insurance, condemnation proceeds, reserve/escrow amounts or the other collateral for the Senior Loan or any Senior Junior Loan except to the extent the same was distributed or dividended to such Junior Borrower or parent thereof (and the same was not a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents and or Senior Junior Loan Documents)), and, in either case, such Junior Lender shall have no obligation to pay any such amounts over to Senior Lender or Senior Junior Lender; (ii) nothing herein shall (A) prohibit a Junior Borrower from making payments from its own funds and from funds of any Affiliate contributed to such Junior Borrower (and not revenue derived from the Premises, insurance, condemnation proceeds, reserve or escrow amounts or the other collateral for the Senior Loan or (with respect to a Subordinate Junior Loan only) any Senior Junior Loan except to the extent the same was distributed or dividended to such Junior Borrower or Affiliate thereof (and the same was not a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents or Senior Junior Loan Documents)) to cure a default under or otherwise to comply with its respective Junior Loan notwithstanding the existence of a default under the Senior Loan or any Senior Junior Loan at such time or (B) prohibit a Junior Lender from accepting and retaining any such amounts. Prior permitted payment described in clause (A) of this subsection (ii) (it being acknowledged and agreed that any funds received by a Junior Lender from distributions or dividends made in violation of the terms of the Senior Loan Documents or the Senior Junior Loan Documents shall be held in trust for the benefit of Senior Lender and Senior Junior Lender and shall be paid over first to commencing Senior Lender to the extent that Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then to Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, as applicable, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the most senior Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents); (iii) any guarantor of any Junior Loan, any Affiliate of any guarantor of any Junior Loan, and any other Person may make payments from its own funds (which may include any Premises-related revenue that is or was distributed or dividended to such Person (other than a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents or, if applicable, the Senior Junior Loan Documents)) to cure a default or otherwise make any payments under or in respect of the respective Junior Loan, and the applicable Junior Lender may receive and retain any such payments notwithstanding the existence of any Event of Default under the Senior Loan or any Senior Junior Loan (it being acknowledged and agreed that any funds received by a Junior Lender from distributions or dividends made in violation of the terms of the Senior Loan Documents or the Senior Junior Loan Documents shall be held in trust for the benefit of Senior Lender and each Senior Junior Lender and shall be paid over first to Senior Lender to the extent Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then to the most Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, as applicable, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the applicable Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents); and (iv) a Junior Lender may accept and retain amounts received in connection with the exercise of its rights and remedies with respect to its related Separate Collateral in accordance with the terms and conditions of this Agreement, including the proceeds of Equity Collateral Enforcement ActionAction and any other enforcement, sale or liquidation of a Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, or proceeds from any sale of such Junior Lender’s interest in the Junior Loan held by such Junior Lender or any payments permitted to be made to such Junior Lender hereunder. (d) A Junior Lender may take any Equity Collateral Enforcement Action which is not prohibited by Section 6 in its sole and absolute discretion without Senior Lender’s or Senior Junior Lender’s consent; provided, that such Junior Lender shall (i) prior to commencing any Equity Collateral Enforcement Action, give the Senior Lender and each other Junior Lender written notice of the default which would permit such Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Equity Collateral Enforcement Action, and (iiiii) provide keep Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Junior Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. In . (e) Subject to the terms of each of the Ground Leases, in the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event event, net of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such payments, awards, proceeds, distributions, or consideration (the “Award”), shall be applied by Senior Lender either to restoration or to the Senior Loan in accordance with Section 2.4.2 of the Senior Loan Agreement. If (x) In the amount of event that Senior Lender elects not to make the Award available for restoration and the Award is in excess of all amounts owed due to Senior Lender in accordance with Section 2.4.2 of the Senior Loan Agreement then Senior Lender shall, so long as there is no Continuing Event of Default under the Senior Loan Documents, howeverdistribute such excess to Mezzanine A Lender to be applied in accordance with Section 2.4.2 of the Mezzanine A Loan Agreement or, and (y) either if the Senior Mezzanine A Loan has been paid is not then outstanding, to Mezzanine B Lender, to be applied in full or accordance with Section 2.4.2 of the Mezzanine B Loan Agreement or, if the Mezzanine B Loan is not then outstanding, to Mezzanine C Lender, to be applied in accordance with Section 2.4.2 of the Mezzanine C Loan Agreement or, if no Junior Loan is outstanding, to Borrower is entitled to a remittance of same the extent permitted under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims theretoAgreement. In the event of any competing claims for all or any such excess part of the Award, Senior Lender shall continue to hold the Award (or such excess Award portion thereof) until Senior Lender receives an agreement signed by all Persons relevant parties making a claim to the excess Award (or such portion thereof) or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(sthe Award (or such portion thereof) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from Awards in any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.by

Payment Subordination. (a) Except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by ▇▇▇▇▇▇▇▇▇ Lender of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of Borrower to Senior Lender under the Senior Loan Documents are paid. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan provided that no Event of Default is not outstandingshall then exist under the Senior Loan Documents, Junior Mezzanine Lender may accept payments of any amounts due and payable from time to time that which Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior . (c) Mezzanine Lender may take any Equity Collateral Enforcement Action which is permitted under Section 5 hereof; provided, however, that (i) Mezzanine Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Mezzanine Lender to commence such Equity Collateral Enforcement Action, Action and (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) Mezzanine Lender shall provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. . (d) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender ▇▇▇▇▇▇ receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Mezzanine Lender.

Payment Subordination. (a) Except as otherwise expressly provided in this AgreementSection 8(b) hereof, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, including whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from any Senior Debtor, Mezzanine Borrower, any Affiliate of any Senior Debtor or Mezzanine Borrower, any Person in Control of Mezzanine Borrower, any Common Guarantor and/or from the Premises or from any other source unless Senior Collateral prior to the date that all obligations of any Senior Debtor to Senior Lender under the Senior Loan Documents are paidPaid in Full. If a Proceeding shall have occurred or a Mezzanine Lender Intercreditor Event of Default exists, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender, subject to any obligations under the Senior First Lien Loan Agreement which shall take priority, before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender within two (2) Business Days of such receipt in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default. (b) Provided that no Mezzanine Lender Intercreditor Event of Default is not outstandingor Senior Event of Default exists, Junior Mezzanine Lender may accept regularly scheduled payments of any amounts due interest paid in kind (and payable solely paid in kind) from time to time time, in each case that Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing ; provided further, however, that Mezzanine Lender may not accept any Enforcement Actionpayments of principal on the Mezzanine Loan, Junior Lender shall including, without limitation, any voluntary prepayment of all or any portion of the Mezzanine Loan or any repayment of principal that becomes due upon the maturity of the Mezzanine Loan (iwhether by acceleration or otherwise), (x) give until such time as the Senior Loan Liabilities have been paid in full, unless Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, otherwise consents (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion) or (y) unless, if the maturity date of the Senior Loan has been extended beyond the scheduled maturity date of the Mezzanine Loan with the consent of Mezzanine Lender in accordance with this Agreement, the scheduled maturity date of the Mezzanine Loan has occurred and no Mezzanine Lender Intercreditor Event of Default or Senior Event of Default exists,. (c) Subject to such Enforcement Action, the rights of Senior First Lien Lender pursuant to the terms and (iii) provide conditions set forth in any other intercreditor agreement entered into between Senior Lender with copies of any and all material noticesSenior First Lien Lender, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In in the event of a casualty to the buildings or improvements constructed on any portion of the Premises Senior Collateral or a condemnation or taking under a power of eminent domain of all or any portion of the PremisesSenior Collateral, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents and all amounts owed to Senior First Lien Lender under the Senior First Lien Loan Documents, however, and (y) either the Senior Loan has and the Senior First Lien Loan have been paid in full or any Senior Debtor or Borrower is entitled to a remittance of same under the Senior Loan Documents or the Senior First Lien Loan Documents other than to repair or restore the PremisesSenior Collateral, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the any Senior Loan Documents, Debtor shall be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall may release the Award from any such event to the Borrower any Senior Debtor if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises Senior Collateral in accordance with the terms and provisions of the Senior Loan Documents. Any No portion of the Award made available to the Borrower any Senior Debtor for the repair or restoration of the Premises Senior Collateral shall not be subject to attachment by Junior Mezzanine Lender.

Payment Subordination. (a) Except as otherwise expressly provided in this AgreementSection 8(b) hereof, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, including whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from any Senior Debtor, Mezzanine Borrower, any Affiliate of any Senior Debtor or Mezzanine Borrower, any Person in Control of Mezzanine Borrower, any Common Guarantor and/or from the Premises or from any other source unless Senior Collateral prior to the date that all obligations of any Senior Debtor to Senior Lender under the Senior Loan Documents are paidPaid in Full. If a Proceeding shall have occurred or a Mezzanine Lender Intercreditor Event of Default exists, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender within two (2) Business Days of such receipt in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default. (b) Provided that no Mezzanine Lender Intercreditor Event of Default is not outstandingor Senior Event of Default exists, Junior Mezzanine Lender may accept regularly scheduled payments of any amounts due interest paid in kind (and payable solely paid in kind) from time to time time, in each case that Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing ; provided further, however, that Mezzanine Lender may not accept any Enforcement Actionpayments of principal on the Mezzanine Loan, Junior Lender shall including, without limitation, any voluntary prepayment of all or any portion of the Mezzanine Loan or any repayment of principal that becomes due upon the maturity of the Mezzanine Loan (iwhether by acceleration or otherwise), (x) give until such time as the Senior Loan Liabilities have been paid in full, unless Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, otherwise consents (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion) or (y) unless, if the maturity date of the Senior Loan has been extended beyond the scheduled maturity date of the Mezzanine Loan with the consent of Mezzanine Lender in accordance with this Agreement, the scheduled maturity date of the Mezzanine Loan has occurred and no Mezzanine Lender Intercreditor Event of Default or Senior Event of Default exists,. (c) Subject to such Enforcement Action, the rights of Senior Second Lien Lender pursuant to the terms and (iii) provide conditions set forth in any other intercreditor agreement entered into between Senior Lender with copies of any and all material noticesSenior Second Lien Lender, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In in the event of a casualty to the buildings or improvements constructed on any portion of the Premises Senior Collateral or a condemnation or taking under a power of eminent domain of all or any portion of the PremisesSenior Collateral, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents and all amounts owed to Senior Second Lien Lender under the Senior Second Lien Loan Documents, however, and (y) either the Senior Loan has and the Senior Second Lien Loan have been paid in full or any Senior Debtor or Borrower is entitled to a remittance of same under the Senior Loan Documents or the Senior Second Lien Loan Documents other than to repair or restore the PremisesSenior Collateral, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the any Senior Loan Documents, Debtor shall be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall may release the Award from any such event to the Borrower any Senior Debtor if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises Senior Collateral in accordance with the terms and provisions of the Senior Loan Documents. Any No portion of the Award made available to the Borrower any Senior Debtor for the repair or restoration of the Premises Senior Collateral shall not be subject to attachment by Junior Mezzanine Lender.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this AgreementAgreement and (ii) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with the terms of this Agreement and the application of the proceeds therefrom as Junior Lender deems appropriate in its discretion, (x) all of such Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations of the Senior Loan Liabilities then due to Senior Lender under the Senior Loan Documents are paidpaid in full and (y) all of such Junior Lender’s rights to payment of the Junior Loan held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of the applicable Senior Junior Lender’s rights to payment by the applicable Senior Junior Borrowers of the applicable Senior Junior Loans and the obligations secured by the applicable Senior Junior Loan Documents, and such Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Borrower, the Premises, from the applicable Senior Junior Borrower and/or the proceeds from items identified in clauses (i) or (ii) of the definition of Separate Collateral (but excluding, the proceeds received from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral or any Guaranty Claim) securing or guaranteeing the applicable Senior Junior Loans prior to the date that all obligations of the applicable Senior Junior Borrowers then due to the applicable Senior Junior Lenders under the applicable Senior Junior Loan Documents are paid in full. (b) If (i) a Proceeding with respect to Senior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Loan Documents, after giving effect to Junior Lender’s cure rights pursuant to Section 12, except as expressly otherwise provided herein, Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before any Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of Senior Borrower being subordinated to the payment of the Junior Loans) on account of any Junior Loan (other than payments with respect to a Junior Lender’s Separate Collateral permitted pursuant to this Agreement). If (i) a Proceeding with respect to Senior Junior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Junior LoanLoan Documents, after giving effect to Subordinate Junior Lender’s cure rights pursuant to Section 12, the Senior Junior Lender holding the applicable Senior Junior Loan shall be entitled to receive payment and performance in full of all amounts due or to become due to such Senior Junior Lender before any applicable Subordinate Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of any Junior Borrower being subordinated to the payment of the applicable Senior Junior Loans) on account of any applicable Subordinate Junior Loan (other than payments with respect to any applicable Subordinate Junior Lender’s Separate Collateral permitted pursuant to this Agreement). All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received and held by such Junior Lender in trust by the Junior Lender for the benefit of Senior Lender and the applicable Senior Junior Lenders to the extent payable to Senior Lender or the applicable Senior Junior Lenders and shall be paid within two (2) Business Days of receipt thereof over first to Senior Lender to the extent then payable to Senior Lender and then to the applicable Senior Junior Lenders in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance first of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit Documents and then for, the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance payment or performance of the applicable Senior Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender Liabilities in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.the

Payment Subordination. (a) Except (1) as otherwise expressly provided in this Agreement or (2) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral and the application of the proceeds therefrom (in accordance with this Agreement, including the proceeds from any sale of such Junior Lender’s interest in the related Junior Loan) as such Junior Lender deems appropriate in its sole discretion, (i) all of such Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by the Borrower Parties of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances ; and (ii) all of such Junior Lender’s rights to payment of the Junior Loan held by such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of the rights of each Senior Junior Lender to payment by each Senior Junior Borrower of the related Senior Junior Loan and the obligations secured by the Senior Junior Loan Documents, and such Junior Lender shall not, from and after receipt by such Junior Lender of written notice of the declaration of, and thereafter, during the continuance of, a Continuing Event of Default under the Senior Junior Loan Documents, accept -51- or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from any Borrower Party, the Premises, from any Senior Junior Borrower, and/or proceeds from Separate Collateral securing or guaranteeing such Senior Junior Loan prior to the date that all obligations of the related Senior Junior Borrower to the related Senior Junior Lender under the Senior Junior Loan Documents are paid in full in cash (other than (a) payments with respect to a Junior Lender. ’s Separate Collateral, including the proceeds of any enforcement, sale or liquidation of a Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, or (b) proceeds from any Transfer of such Junior Lender’s interest in the Junior Loan held by such Junior Lender in accordance with this Agreement and the Junior Lender receiving such payment may retain such payments). (b) If a Proceeding of a Borrower Party shall have occurred and has not been dismissed or a Continuing Senior Loan Event of Default there shall have occurred and be continuinga Continuing Event of Default under the Senior Loan Documents, then Senior Lender shall be entitled to receive payment and performance in full of all amounts due or to become due to Senior Lender under the Senior Loan Documents before any Junior Lender is entitled to receive any payment on account of any Junior Loan (iother than (a) payments with respect to a Junior Lender’s Separate Collateral, including the proceeds of any enforcement, sale or liquidation of a Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, (b) proceeds from any sale in accordance with this Agreement of such Junior Lender’s interest in the Junior Loan held by such Junior Lender) and no Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, any Borrower Party or from the Premises or from any other source unless collateral securing the Senior Loan (provided, that Senior Lender shall have given to such Junior Lender each notice that Senior Lender shall have been obligated under this Agreement to give to such Junior Lender in respect of such Proceeding or the applicable Event of Default) prior to the date that all obligations of the Borrower Parties to Senior Lender under the Senior Loan Documents are paidpaid in full in cash, or (c) payments permitted under the last sentence of Section 9; provided, however, that if a Junior Lender is diligently exercising its respective cure rights pursuant to Section 12 with respect to defaults under the Senior Loan Documents, then payments may be made under the related Junior Loan, as well as under any Junior Loan that is a Senior Junior Loan relative to such Junior Loan, as if the Event of Default under the Senior Loan had not occurred so long as no Proceeding of any Borrower Party shall have occurred without being dismissed. If a Proceeding with respect to a Senior Junior Borrower shall have occurred and (ii) has not been dismissed or there shall have occurred and be a Continuing Event of Default under the Senior Junior Loan Documents, the related Senior Junior Lender shall be entitled to receive payment in full in cash and performance in full of all amounts due or owing from Borrower or guarantor to become due to such Senior Junior Lender under such Senior Junior Loan Documents before any Subordinate Junior Lender is entitled to receive any payment on account of the related Subordinate Junior Loan (other than (a) payments with respect to such Subordinate Junior Lender’s Separate Collateral, including the proceeds of any enforcement, sale or liquidation of such Subordinate Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, or (b) proceeds from any sale of such Junior Lender’s interest in the Junior Loan held by such Junior Lender) and no Subordinate Junior Lender shall accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from a Senior Junior Borrower or from the Separate Collateral for any Senior Junior Loan (provided, that such Senior Junior Lender shall have given to such Subordinate Junior Lender each notice that such Senior Junior Lender shall have been obligated under this Agreement to give to such Subordinate Junior Lender in respect of such Proceeding or the applicable Event of Default) prior to the date that all obligations of such Senior Junior Borrower to such Senior Junior Lender under the Senior Junior Loan Documents are paid in full in cash, or (c) payments permitted under the last sentence of Section 9; provided, however, that if such Subordinate Junior Lender is diligently exercising its cure rights pursuant to Section 12 with respect to all defaults under the Senior Loan Documents and the Senior Junior Loan Documents, then payments may be made under the related Subordinate Junior Loan, as well as under any other Junior Loan that is a Senior Junior Loan relative to such Subordinate Junior Loan, as if the Event of Default under such Senior Junior Loan had not occurred so long as a Proceeding of a Senior Junior Borrower shall not have occurred without being dismissed. All payments or distributions upon or with respect to the a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and each applicable Senior Junior Lender (to the extent payable to such Senior Junior Lender) and shall be paid over first to Senior Lender to the extent that Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then to the most Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, as applicable, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents. Nothing contained herein shall prohibit the a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the its Junior Loan) notwithstanding the existence of a default an Event of Default under the Senior Loan or any Senior Junior Loan at such time. . (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(aSections 10(a) and (b), so long as a Proceeding has not occurred or a but without limiting any payments permitted in accordance with the last sentence of Section 9 hereof: (i) provided that no Continuing Senior Loan Event of Default is not outstandingshall then exist under the Senior Loan Documents or (with respect to acceptance of payments by a Subordinate Junior Lender only) the Senior Junior Loan Documents, a Junior Lender may accept payments of any amounts (both current and delinquent) due and payable from time to time that (A) which the applicable Junior Borrower is obligated to pay to such Junior Lender in accordance with the terms and conditions of the applicable Junior Loan Documents, and (B) from a Junior Borrower from its own funds and from funds of any Affiliate contributed to such Junior Borrower (and not revenue derived from the Premises, insurance, condemnation proceeds, reserve/escrow amounts or the other collateral for the Senior Loan or any Senior Junior Loan except to the extent the same was distributed or dividended to such Junior Borrower or parent thereof (and the same was not a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents and or Senior Junior Loan Documents)), and, in either case, such Junior Lender shall have no obligation to pay any such amounts over to Senior Lender or Senior Junior Lender; (ii) nothing herein shall (A) prohibit a Junior Borrower from making payments from its own funds and from funds of any Affiliate contributed to such Junior Borrower (and not revenue derived from the Premises, insurance, condemnation proceeds, reserve or escrow amounts or the other collateral for the Senior Loan or (with respect to a Subordinate Junior Loan only) any Senior Junior Loan except to the extent the same was distributed or dividended to such Junior Borrower or Affiliate thereof (and the same was not a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents or Senior Junior Loan Documents)) to cure a default under or otherwise to comply with its respective Junior Loan notwithstanding the existence of a default under the Senior Loan or any Senior Junior Loan at such time or (B) prohibit a Junior Lender from accepting and retaining any such amounts. Prior permitted payment described in clause (A) of this subsection (ii) (it being acknowledged and agreed that any funds received by a Junior Lender from distributions or dividends made in violation of the terms of the Senior Loan Documents or the Senior Junior Loan Documents shall be held in trust for the benefit of Senior Lender and Senior Junior Lender and shall be paid over first to commencing Senior Lender to the extent that Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then to Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, as applicable, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the most senior Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents); (iii) any guarantor of any Junior Loan, any Affiliate of any guarantor of any Junior Loan, and any other Person may make payments from its own funds (which may include any Premises-related revenue that is or was distributed or dividended to such Person (other than a distribution or dividend in violation of applicable terms and conditions of the Senior Loan Documents or, if applicable, the Senior Junior Loan Documents)) to cure a default or otherwise make any payments under or in respect of the respective Junior Loan, and the applicable Junior Lender may receive and retain any such payments notwithstanding the existence of any Event of Default under the Senior Loan or any Senior Junior Loan (it being acknowledged and agreed that any funds received by a Junior Lender from distributions or dividends made in violation of the terms of the Senior Loan Documents or the Senior Junior Loan Documents shall be held in trust for the benefit of Senior Lender and each Senior Junior Lender and shall be paid over first to Senior Lender to the extent Senior Lender is entitled thereto hereunder and under the Senior Loan Documents and then to the most Senior Junior Lender to the extent the same is entitled thereto hereunder and under the Senior Junior Loan Documents in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, as applicable, the payment or performance first of the Senior Loan in accordance with the terms of the Senior Loan Documents and then the applicable Senior Junior Loan in accordance with the terms of the Senior Junior Loan Documents); and (iv) a Junior Lender may accept and retain amounts received in connection with the exercise of its rights and remedies with respect to its related Separate Collateral in accordance with the terms and conditions of this Agreement, including the proceeds of Equity Collateral Enforcement ActionAction and any other enforcement, sale or liquidation of a Junior Lender’s Separate Collateral permitted pursuant to the terms of this Agreement, or proceeds from any sale of such Junior Lender’s interest in the Junior Loan held by such Junior Lender or any payments permitted to be made to such Junior Lender hereunder. (d) A Junior Lender may take any Equity Collateral Enforcement Action which is not prohibited by Section 6 in its sole and absolute discretion without Senior Lender’s or Senior Junior Lender’s consent; provided, that such Junior Lender shall (i) prior to commencing any Equity Collateral Enforcement Action, give the Senior Lender and each other Junior Lender written notice of the default which would permit such Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Equity Collateral Enforcement Action, and (iiiii) provide keep Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Junior Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. In . (e) Subject to the terms of each of the Ground Leases, in the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event event, net of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such payments, awards, proceeds, distributions, or consideration (the “Award”), shall be applied by Senior Lender either to restoration or to the Senior Loan in accordance with Section 2.4.2 of the Senior Loan Agreement. If (x) In the amount of event that Senior Lender elects not to make the Award available for restoration and the Award is in excess of all amounts owed due to Senior Lender in accordance with Section 2.4.2 of the Senior Loan Agreement then Senior Lender shall, so long as there is no Continuing Event of Default under the Senior Loan Documents, howeverdistribute such excess to Mezzanine A Lender to be applied in accordance with Section 2.4.2 of the Mezzanine A Loan Agreement or, and (y) either if the Senior Mezzanine A Loan has been paid is not then outstanding, to Mezzanine B Lender, to be applied in full or accordance with Section 2.4.2 of the Mezzanine B Loan Agreement or, if the Mezzanine B Loan is not then outstanding, to Mezzanine C Lender, to be applied in accordance with Section 2.4.2 of the Mezzanine C Loan Agreement or, if no Junior Loan is outstanding, to Borrower is entitled to a remittance of same the extent permitted under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims theretoAgreement. In the event of any competing claims for all or any such excess part of the Award, Senior Lender shall continue to hold the Award (or such excess Award portion thereof) until Senior Lender receives an agreement signed by all Persons relevant parties making a claim to the excess Award (or such portion thereof) or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(sthe Award (or such portion thereof) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from Awards in any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.requir

Payment Subordination. (a) Except as otherwise expressly provided in this AgreementSection 8(b) hereof, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, including whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from any Senior Debtor, Mezzanine Borrower, any Affiliate of any Senior Debtor or Mezzanine Borrower, any Person in Control of Mezzanine Borrower, any Common Guarantor and/or from the Premises or from any other source unless Senior Collateral prior to the date that all obligations of any Senior Debtor to Senior Lender under the Senior Loan Documents are paidPaid in Full. If a Proceeding shall have occurred or a Mezzanine Lender Intercreditor Event of Default exists, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior Mezzanine Loan. All payments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender within two (2) Business Days of such receipt in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default. (b) Provided that no Mezzanine Lender Intercreditor Event of Default is not outstandingor Senior Event of Default exists, Junior Mezzanine Lender may accept regularly scheduled payments of any amounts due interest paid in kind (and payable solely paid in kind) from time to time time, in each case that Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing ; provided further, however, that Mezzanine Lender may not accept any Enforcement Actionpayments of principal on the Mezzanine Loan, Junior Lender shall including, without limitation, any voluntary prepayment of all or any portion of the Mezzanine Loan or any repayment of principal that becomes due upon the maturity of the Mezzanine Loan (iwhether by acceleration or otherwise), (x) give until such time as the Senior Loan Liabilities have been paid in full, unless Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, otherwise consents (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion) or (y) unless, if the maturity date of the Senior Loan has been extended beyond the scheduled maturity date of the Mezzanine Loan with the consent of Mezzanine Lender in accordance with this Agreement, the scheduled maturity date of the Mezzanine Loan has occurred and no Mezzanine Lender Intercreditor Event of Default or Senior Event of Default exists,. (c) Subject to such Enforcement Action, the rights of Senior Second Lien Lender pursuant to the terms and (iii) provide conditions set forth in any other intercreditor agreement entered into between Senior Lender with copies of any and all material noticesSenior Second Lien Lender, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In in the event of a casualty to the buildings or improvements constructed on any portion of the Premises Senior Collateral or a condemnation or taking under a power of eminent domain of all or any portion of the PremisesSenior Collateral, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award“ Award ”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents and all amounts owed to Senior Second Lien Lender under the Senior Second Lien Loan Documents, however, and (y) either the Senior Loan has and the Senior Second Lien Loan have been paid in full or any Senior Debtor or Borrower is entitled to a remittance of same under the Senior Loan Documents or the Senior Second Lien Loan Documents other than to repair or restore the PremisesSenior Collateral, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the any Senior Loan Documents, Debtor shall be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender ▇▇▇▇▇▇ receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall may release the Award from any such event to the Borrower any Senior Debtor if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises Senior Collateral in accordance with the terms and provisions of the Senior Loan Documents. Any No portion of the Award made available to the Borrower any Senior Debtor for the repair or restoration of the Premises Senior Collateral shall not be subject to attachment by Junior Mezzanine Lender.

Payment Subordination. Except as otherwise expressly provided Borrower and Creditors covenant and agree that the Subordinated Indebtedness, howsoever evidenced and whether now existing or hereafter incurred, shall be subordinate and junior in this Agreementright of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all of Junior Lender’s rights to payment of the Junior Loan (includingSenior Indebtedness. The Subordinated Indebtedness shall not be payable, but not limited to, and no payment of principal, interestinterest or other amounts on account thereof, and prepayment fees) and no property or Collateral Security or guarantee of any nature to secure or pay the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan DocumentsSubordinated Indebtedness, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full made or given, directly or indirectly, by or on behalf of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All received, accepted, retained or applied by Creditors unless such payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender Creditors for the benefit of Senior Lender Lenders and shall be promptly paid over to Senior Lender until all Senior Indebtedness has been paid and satisfied in full in cash; except that, prior to the occurrence of a Payment Default or prior to a Creditor's receipt of a Default Notice, Borrower may pay, and Creditor may accept, regularly scheduled payments of interest made in the same form as so received (with any necessary endorsement) to be applied to (in the case ordinary course of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with business under the terms of the Convertible Debentures. Upon the occurrence of a Payment Default, no payments (in cash or other property) on the Subordinated Indebtedness may be made or accepted unless and until (i) Borrower has paid and satisfied in full in cash all Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances Indebtedness or (and adding the amount thereof ii) such Payment Default has been cured to the principal balance satisfaction of Senior Lender or waived. If a Creditor shall have received a Default Notice, no payments (in cash or other property) on the Subordinated Indebtedness may be made or accepted unless and until any one of the Junior Loan) notwithstanding following conditions is satisfied: 2.1.1. the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior specified in such Default Notice shall have been cured to the satisfaction of Senior Lender may accept payments of any amounts due or waived; or 2.1.2. Borrower has paid and payable satisfied in full in cash all Senior Indebtedness; or 2.1.3. one hundred eighty (180) days shall have elapsed from time the date that the Default Notice shall have been deemed to time that Borrower is obligated to pay to Junior Lender have been received by a Creditor (as determined in accordance with the terms Section 21 hereof) and conditions of the Junior Loan Documents and Junior Lender no Payment Default shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lenderexist.

Payment Subordination. (a) Unless the Discharge of First Lien Obligations shall have occurred, upon any payment or distribution of the assets of any Obligor and not in derogation or limitation of the lien subordination provided for elsewhere in this agreement (i) upon a total or partial liquidation or dissolution of any Obligor, (ii) in an Insolvency Proceeding; (iii) in an assignment for the benefit of creditors of any Obligor; or (iv) in any marshaling of any Obligor’s assets and liabilities, the First Lien Claimholders shall be entitled to receive such payments and distributions before the Junior Claimholders shall be entitled to receive any payment or distribution in respect of the Junior Obligations. Except as otherwise expressly provided in this Agreement, to the extent and in the manner hereinafter set forth in this Agreement, all of the Junior Lender’s Claimholders’ rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) Obligations and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s the First Lien Claimholders’ rights to payment by Borrower the Obligors of the Senior Loan First Lien Obligations, and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender Claimholders shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-set off, counterclaim or otherwise) from Borrower, any Obligor or from the Premises sale or from other disposition of any other source unless all obligations under Collateral prior to the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full Discharge of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior LoanFirst Lien Obligations. All payments or distributions upon or with respect to the Junior Loan Obligations which are received by Junior Lender Claimholders, or any of them, contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender Claimholders for the benefit of Senior Lender the First Lien Claimholders and shall be paid over to Senior Lender the First Lien Claimholders in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-non cash property or securities)) for, the payment or performance of the Senior Loan First Lien Obligations in accordance with the terms of the Senior Loan First Lien Documents. Nothing contained herein shall prohibit the Junior Lender Claimholders from making Protective Advances protective advances to protect the Collateral (and adding the amount thereof to the principal balance of the Junior LoanObligations) notwithstanding the existence of a default under the Senior Loan First Lien Obligations, or either of them, at such time. Notwithstanding anything . (b) Except as specifically permitted by Sections 3.1(a) and (c) and subject to the contrary contained provisions of Sections 4.2 and 4.3(d), the Junior Claimholders shall not ask for, demand, ▇▇▇ for, take or receive from the Obligors, by setoff, counterclaim, recoupment or in any other manner, the whole or any part of any of the Junior Obligations, unless and until the Discharge of First Lien Obligations shall have occurred. (c) Notwithstanding the provisions of Sections 4.3(a), 4.3(b) and Section 6, except as otherwise provided in this Agreement, including, without limitation, Section 9(a4.3(c), so long the Obligors may pay, and the Junior Claimholders may receive and retain Permitted Scheduled Payments, unless prior to any such Permitted Scheduled Payment (i) a First Lien Payment Default has occurred and is continuing or (ii) a First Lien Non-Payment Default has occurred and is continuing and, in the case of this clause (ii), the First Lien Credit Facility Representative has given to Obligors and the Series A Collateral Agent and the Series B Collateral Agent written notice thereof identifying the First Lien Non-Payment Default and invoking a payment blockage under this Agreement (such notice, a “Payment Blockage Notice”; any such period during which payments are blocked as described in this Section 4.3(c), a Proceeding has not occurred “Payment Blockage Period”), in either of which case no direct or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments indirect payment or distribution of any amounts due kind or character shall be made by the Obligors or any other Person on behalf of the Obligors (or received by the Junior Claimholders) on account of the Junior Obligations or any judgment related thereto, or on account of the purchase or redemption or other acquisition of the Junior Obligations, unless and payable from time to time that Borrower is obligated to pay to Junior Lender until the date such First Lien Payment Default or First Lien Non-Payment Default shall have been cured or waived in writing in accordance with the terms of the First Lien Documents. Immediately upon the expiration of any Payment Blockage Period as described in this Section 4.3(c), the Obligors may resume making (and conditions the Junior Claimholders may receive and retain) any and all Permitted Scheduled Payments (including any Permitted Scheduled Payments missed during such period). (d) In the event that the Junior Claimholders shall have received any payment or distribution at a time when such payment or distribution was prohibited by the provisions of Section 4.3(a), (b), (c) or (d) hereof, then, and in such event, such payment or distribution shall be deemed to have been paid to the Junior Claimholders in trust for the benefit of the First Lien Claimholders, and shall be segregated and promptly paid over to the First Lien Agent on behalf of the First Lien Claimholders (with proper endorsements or assignments, if necessary) to the extent necessary to pay the First Lien Obligations. Any such payments or distributions so paid over to the First Lien Claimholders by the holders of the Junior Loan Documents and Junior Lender Obligations in accordance with the foregoing sentence shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice not constitute payments in respect of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole Obligations and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to will not reduce the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the outstanding amount of the Award is in Junior Obligations. To the extent there are any excess amounts paid over to the First Lien Claimholders after the Discharge of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the PremisesFirst Lien Obligations, such excess Award or portion to amounts shall be so promptly remitted to Borrower shallthe Series A Collateral Agent, to on behalf of the extent permitted Junior Claimholders, in the Senior Loan Documentsform received (with any necessary endorsements), be paid to without recourse, representation or at warranty, which amounts shall constitute payments in respect of the direction Junior Obligations and will so reduce the outstanding amount of the Junior LenderObligations, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of as a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingmay otherwise direct; provided, in the event of a casualty or condemnationthat, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required of the amount of any such remittance received by it, each Junior Claimholder hereby indemnifies and holds harmless the First Lien Agent and the First Lien Claimholders from any and all claims, liabilities, damages and expenses suffered by the First Lien Agent or the First Lien Claimholders in connection with the making of any such remittance to the Junior Claimholders, but only to the extent of such Junior Claimholder’s pro rata share of such remittance received by the Junior Claimholders. (e) The provisions of this Section 4.3 shall not modify or limit in any way the application of Section 6 hereof. (f) The First Lien Agent agrees to give prompt written notice to the Obligors, the Series A Collateral Agent and the Series B Collateral Agent of any determination by the First Lien Agent that a First Lien Payment Default or First Lien Non-Payment Default that gave rise to a Payment Blockage Period has been cured or waived, though the failure to give such notice promptly or otherwise shall not affect the subordination effected by the terms and conditions of this Agreement or otherwise result in any liability of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available First Lien Claimholders to the Borrower for Obligors or the repair or restoration of Junior Claimholders. (g) Notwithstanding anything contained herein to the Premises contrary, Defeasance Trust Payments shall not be subordinated to the prior payment of any First Lien Obligations or subject to attachment by the restrictions set forth in this Section 4.3, and none of the Junior LenderClaimholders shall be obligated to pay over any such amount to any Obligor or any Senior Claimholder.

Payment Subordination. Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender▇▇▇▇▇▇’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender ▇▇▇▇▇▇ receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender▇▇▇▇▇▇ ▇▇▇▇▇▇.

Payment Subordination. (a) Each Grantor covenants and agrees, and each Second Lien Claimholder likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Second Lien Loan Documents, that the payment of any and all of the Second Lien Obligations shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth, to the Discharge of First Lien Obligations. Each First Lien Claimholder shall be deemed to have extended the First Lien Obligations in reliance upon the provisions contained in this Agreement. Except as otherwise expressly provided permitted under Section 2.4(b) below, until the date of the Discharge of First Lien Obligations, no Grantor shall make and no Second Lien Claimholder shall accept any distribution, whether in cash, securities or other property, on account of any Second Lien Obligation. (b) Notwithstanding Section 2.4(a), but subject to Section 2.4(c), the Second Lien Claimholders may receive and retain the following distributions in respect of the Second Lien Obligations: (i) payment of interest in kind that is capitalized and added to the outstanding principal amount of the Subordinated Notes in accordance with the terms thereof as in effect as of the date hereof, (ii) the conversion of the Subordinated Notes into Capital Stock of Holdings other than Disqualified Capital Stock (each such term used in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan clause (including, b)(ii) but not limited to, payment of principal, interest, and prepayment feesdefined herein as defined in the Credit Agreement) and the obligations evidenced payment of cash in lieu of fractional shares permitted by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower Section 7.3(f) of the Senior Loan and Credit Agreement, (iii) so long as the obligations secured by Second Lien Agent has not received a Payment Blockage Notice, (A) quarterly payments of interest accrued on the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether Subordinated Notes in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Second Lien Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance Documents in effect as of the Junior Loandate hereof and (B) notwithstanding reimbursement for actual, reasonable out-of-pocket legal fees and expenses incurred by Second Lien Agent in connection with the existence preparation and amendment of a default under the Senior Second Lien Loan at such time. Notwithstanding anything to the contrary contained in Documents and this Agreement, including, without limitation, and (iv) adequate protection payments permitted by Section 9(a6.3(b), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due . (c) Unless and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with until the terms and conditions Discharge of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender First Lien Obligations has occurred, in any such amounts. Prior to commencing any Enforcement ActionInsolvency or Liquidation Proceeding, Junior Lender shall (i) give the Senior Lender written notice no direct or indirect payment or distribution of any kind or any character, whether in cash, property or securities shall be accepted by any Second Lien Claimholder from any Grantor on account of the default which would permit Junior Lender to commence such Enforcement ActionSecond Lien Obligations, and (ii) obtain Senior Lender’s prior written consentPDL, which consent may on behalf of the First Lien Claimholders, shall be granted entitled to receive directly, for application to the payment of the First Lien Obligations any payment or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies distribution of any and all material noticeskind or character, pleadingswhether in cash, agreements, motions and briefs served upon, delivered to property or with securities made by any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed Grantor on any portion account of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior LenderSecond Lien Obligations.

Payment Subordination. (a) Except (i) as otherwise expressly provided in this AgreementAgreement and (ii) in connection with the exercise by Mezzanine Lender of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement and the application of proceeds therefrom as Mezzanine Lender deems appropriate in its sole discretion, all of Junior Mezzanine Lender’s rights to payment of the Junior Mezzanine Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Mezzanine Loan Documents are hereby subordinated to all of the Senior Loan Liabilities and all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Mezzanine Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding proceeds of Separate Collateral, which proceeds may be retained by Mezzanine Lender) from Borrower, Borrower and/or from the Premises or from any other source unless prior to the date that all obligations under the Senior Loan Documents are paidLiabilities have been paid in full. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor to become due to Senior Lender before Junior Mezzanine Lender is entitled to receive any payment on account of the Junior LoanMezzanine Loan (other than payments with respect to the Separate Collateral, including the proceeds of any enforcement, sale or liquidation of any Separate Collateral conducted in accordance with the terms of this Agreement, which may be retained by Mezzanine Lender). All payments payments, prepayments or distributions upon or with respect to the Junior Mezzanine Loan which are received by Junior Mezzanine Lender contrary to the provisions of this Agreement or any of the Senior Loan Documents shall be received and held in trust by the Junior Mezzanine Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash)) to, or held as collateral for (in the case of non-cash property or securities)) for, the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Mezzanine Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Mezzanine Loan) notwithstanding the existence of a default under the Senior Loan at such time. . (b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a ): (i) provided that no Continuing Senior Loan Event of Default is shall then exist under the Senior Loan Documents and provided that the maturity date of the Senior Loan has not outstandingoccurred or been accelerated and provided further that no Proceeding shall have occurred, Junior Mezzanine Lender may accept payments and prepayments which do not violate the terms of the Senior Loan Documents (together with any Prepayment Premium, or Exit Fee, as such terms are defined in the Mezzanine Loan Agreement) of any amounts due and payable from time to time that which Mezzanine Borrower is obligated to pay to Junior Mezzanine Lender in accordance with the terms and conditions of the Junior Mezzanine Loan Documents and Junior Mezzanine Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior ; (ii) subject to Section 5(b), nothing contained in this Agreement shall prohibit Mezzanine Lender from accepting and retaining payments from Mezzanine Borrower, Senior Loan Guarantor or any of their Affiliates (other than Borrower) to the extent that such payments are sourced from Mezzanine Borrower’s, such Senior Loan Guarantor’s or such Affiliate’s own funds and are not directly or indirectly derived from the Premises or any other collateral for the Senior Loan or any proceeds thereof (it being understood and agreed that Mezzanine Lender shall in any event be entitled to retain funds sourced or derived from the Premises to the extent the same have previously been distributed to Mezzanine Borrower, Senior Loan Guarantor or Affiliate (other than Borrower) provided such distribution did not violate any provision of the Senior Loan Documents or this Agreement), and nothing contained in this Agreement shall prohibit Mezzanine Lender from accepting and retaining any such payment notwithstanding the existence of any Event of Default that shall then exist under the Senior Loans; (iii) If funds are deposited into Mezzanine Lender’s account for the Mezzanine Loan, or otherwise paid to Mezzanine Lender, Senior Lender agrees that, absent clear evidence of error, such amounts shall be deemed to have been properly paid to Mezzanine Lender and may be accepted and retained by Mezzanine Lender, provided that such funds were not deposited or otherwise paid in violation of any provision of the Senior Loan Documents or this Agreement; and (iv) Mezzanine Lender may accept and retain amounts received in connection with the exercise of its rights and remedies with respect to the Separate Collateral in accordance with the terms of this Agreement notwithstanding the existence of an Event of Default under the Senior Loan but subject to Section 5(b). (c) Mezzanine Lender may take any Equity Collateral Enforcement Action which is permitted under Section 5 hereof; provided, however, that (i) Mezzanine Lender shall, prior to commencing any Equity Collateral Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Mezzanine Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Equity Collateral Enforcement Action, and (iiiii) Mezzanine Lender shall provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, or delivered to or with any party to any Equity Collateral Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Equity Collateral Enforcement Action. Action and (iii) if and to the extent that Mezzanine Lender or any Qualified Transferee acquires all of the ownership interest in Borrower pursuant to an Equity Collateral Enforcement Action in accordance with the terms of this Agreement, then upon, from and after the vesting of title thereto, subject to Section 29 hereof, this Agreement shall terminate with respect to Mezzanine Lender or such Qualified Transferee. (d) In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Mezzanine Lender, unless other Persons have claimed the right to such Awardawards or proceeds, in which case Senior Lender shall only be required to provide notice to Junior Mezzanine Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Mezzanine Lender; provided that this shall not otherwise affect the lien, if any, that Mezzanine Lender may have on any proceeds distributed to Mezzanine Borrower in accordance herewith. Senior Lender shall use commercially reasonable efforts to promptly notify Mezzanine Lender of any requests by Borrower for a release of any portion of an Award, and provide Mezzanine Lender with any documentation delivered by Borrower to Senior Lender with respect to any such request (provided that in no event shall the failure by Senior Lender to provide such notice or documentation to Mezzanine Lender constitute a default hereunder or otherwise or impair Senior Lender’s rights and/or remedies hereunder or under the Senior Loan Documents).