Common use of Distributions Held in Trust Clause in Contracts

Distributions Held in Trust. If Subordinated Lender shall receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan (including, without limitation, (a) any distribution arising directly or indirectly from any lien or other right or interest of Class A Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (b) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated Lender is entitled to pursuant to clause (d) above (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated Lender shall hold the same in trust, as trustee, for the benefit of Class A Lender and shall promptly deliver the same to or at the direction of Class A Lender, for the benefit of Class A Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, until the Class A Loan (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A Lender shall receive all proceeds relating to any realization upon, distribution in respect of or interest in any of the Underlying Whole Loan and Underlying Loan as and to the extent set forth in the Loan Documents. In the event Subordinated Lender fails to make any such endorsement or assignment, Class A Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.

Distributions Held in Trust. If Subordinated either Junior Lender or any member of the Fxxxxxxx Family shall receive any payments from Borrower, or cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan any property of Borrower (including, without limitation, (ai) any distribution arising directly or indirectly from any lien of the Senior Lender or other right or interest of Class A Lender the Securities Trustee being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (bii) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), not permitted by this Agreement and in excess of what Subordinated Junior Lender is entitled to pursuant to clause (d) above the Existing Note (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transferstransfers)(a “Prohibited Payment”), Subordinated Junior Lender or such member of the Fxxxxxxx Family shall hold the same in trust, as trustee, for the benefit of Class A the Senior Lender or of the Securities Trustee, shall not credit such amount against the Junior Indebtedness, and shall promptly deliver the same to or at the direction of Class A Lenderthe Senior Lender or of the Securities Trustee, for the benefit of Class A the Senior Lender or of the Securities Trustee in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Junior Lender or such member of the Fxxxxxxx Family without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, that until the Class A Loan Senior Indebtedness (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A Lender the Securities Trustee shall receive all proceeds relating to any realization upon, distribution in respect of or interest in any of the Underlying Whole Loan and Underlying Loan property of Borrower as and to the extent set forth in the Loan Securities Documents. In the event Subordinated either Junior Lender or any member of the Fxxxxxxx Family fails to make any such endorsement or assignment, Class A the Senior Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same, and for such purpose Junior Lender and the Fxxxxxxx Family hereby irrevocably constituting and appoints each of them as its proxy and attorney-in-fact with full power of substitution to do so, which appointment is coupled with an interest.

Distributions Held in Trust. If Subordinated the Junior Lender shall receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan Collateral (including, without limitation, (ai) any distribution arising directly or indirectly from any lien or other right or interest of Class A the Senior Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (bii) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated the Junior Lender is entitled to pursuant to clause (d) above the Junior Loan Documents and Section 2.05 (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated the Junior Lender shall hold the same in trust, as trustee, for the benefit of Class A the Senior Lender and shall promptly deliver the same to or at the direction of Class A the Senior Lender, for the benefit of Class A the Senior Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Junior Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, that until the Class A Loan Senior Indebtedness (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A the Senior Lender shall receive all proceeds relating to any realization upon, distribution in respect of or interest in any of the Underlying Whole Loan and Underlying Loan Collateral as and to the extent set forth in the Senior Loan Documents. In the event Subordinated the Junior Lender fails to make any such endorsement or assignment, Class A the Senior Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.

Distributions Held in Trust. If Subordinated Subordinate Lender shall receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan Property (including, without limitation, (ai) any distribution arising directly or indirectly from any lien or other right or interest of Class A Senior Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (bii) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated Subordinate Lender is entitled to pursuant to clause (dthe Subordinate Loan Documents and SECTION 2(E) above (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated then Subordinate Lender shall hold the same in trust, as trustee, for the benefit of Class A Senior Lender and shall promptly deliver the same to or at the direction of Class A Senior Lender, for the benefit of Class A Senior Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Subordinate Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, that until the Class A Loan Senior Indebtedness (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A Senior Lender shall receive all proceeds relating to any realization upon, distribution in respect of of, or interest in any of the Underlying Whole Loan and Underlying Loan Property as and to the extent set forth in the Senior Loan Documents. In the event Subordinated Subordinate Lender fails to make any such endorsement or assignment, Class A Senior Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.

Distributions Held in Trust. If Subordinated any Subordinate Lender shall receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan Property (including, without limitation, (ai) any distribution arising directly or indirectly from any lien or other right or interest of Class A Senior Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (bii) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated such Subordinate Lender is entitled to pursuant to clause (dthe Subordinate Loan Documents and SECTION 2(F) above (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated then such Subordinate Lender shall hold the same in trust, as trustee, for the benefit of Class A Senior Lender and shall promptly deliver the same to or at the direction of Class A Senior Lender, for the benefit of Class A Senior Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Subordinate Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, that until the Class A Loan Senior Indebtedness (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A Senior Lender shall receive all proceeds relating to any realization upon, distribution in respect of of, or interest in any of the Underlying Whole Loan and Underlying Loan Property as and to the extent set forth in the Senior Loan Documents. In the event Subordinated any Subordinate Lender fails to make any such endorsement or assignment, Class A Senior Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.

Distributions Held in Trust. If Subordinated Lender shall Junior Lenders receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan Collateral (including, without limitation, (ai) any distribution arising directly or indirectly from any lien or other right or interest of Class A the Senior Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (bii) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated Lender is Junior Lenders are entitled to pursuant to clause (d) above the Junior Loan Documents and Section 2.5 (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated Lender Junior Lenders shall hold the same in trust, as trustee, for the benefit of Class A the Senior Lender and shall promptly deliver the same to or at the direction of Class A the Senior Lender, for the benefit of Class A the Senior Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Junior Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, that until the Class A Loan Senior Indebtedness (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A the Senior Lender shall receive all proceeds relating to any realization upon, distribution in respect of or interest in any of the Underlying Whole Loan and Underlying Loan Collateral as and to the extent set forth in the Senior Loan Documents. In the event Subordinated Lender fails Junior Lenders fail to make any such endorsement or assignment, Class A the Senior Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.