Common use of Payments, Distributions and Protective Advances Clause in Contracts

Payments, Distributions and Protective Advances. Except as expressly provided in Section 6(b), no payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Junior Lender shall entitle such Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full in cash of the Senior Loan Liabilities, and each of Junior Lenders agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents related to the Junior Loan held by such Junior Lender permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof), any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Documents or the liens, rights, estates and interests created thereby. Except as expressly set forth in Section 6(b) hereof, no payment or distribution to a Senior Junior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Subordinate Junior Lender shall entitle such Subordinate Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full in cash of the Senior Junior Loan Liabilities, and each Subordinate Junior Lender agrees that, except with respect to the enforcement of its remedies under the Subordinate Junior Loan Documents related to the Subordinate Junior Loan held by such Subordinate Junior Lender permitted hereunder, prior to the satisfaction of all Senior Junior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof), any lien, estate, right or other interest in any portion of the Premises, the Separate Collateral of any Senior Junior Lender or any other collateral now securing the Senior Loan or any Senior Junior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Junior Loan Documents or the Senior Loan Documents or the liens, rights, estates and interests created thereby.

Payments, Distributions and Protective Advances. Except as expressly provided in Section 6(b), no No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Junior Lender and no other action taken by a Junior Lender to cure any default under the Senior Loan Documents shall entitle such Junior Lender to exercise any right of subrogation in respect thereof or provide such Junior Lender with any claim against Senior Borrower, in each case, prior to the payment in full in cash of the Senior Loan Liabilities, and each of the Junior Lenders agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents related to the Junior Loan held by such Junior Lender permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Documents or the liens, rights, estates and interests created thereby. Except as expressly set forth in Section 6(b) hereof, no No payment or distribution to a any applicable Senior Junior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Subordinate Junior Lender and no other action taken by a Junior Lender to cure any default under the Senior Junior Loan Documents shall entitle such Subordinate Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full in cash of the applicable Senior Junior Loan Liabilities, and each Subordinate Junior Lender agrees that, except with respect to the enforcement of its remedies under the Subordinate Junior Loan Documents related to the Subordinate Junior Loan held by such Subordinate Junior Lender permitted hereunder, prior to the satisfaction of all applicable Senior Junior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises, the Separate Collateral of any applicable Senior Junior Lender or any other collateral now securing the Senior Loan or any applicable Senior Junior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the applicable Senior Junior Loan Documents or the Senior Loan Documents or the liens, rights, estates and interests created thereby.

Payments, Distributions and Protective Advances. Except as expressly provided in Section 6(b), no No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Junior Lender and no other action taken by a Junior Lender to cure any default under the Senior Loan Documents shall entitle such Junior Lender to exercise any right of subrogation in respect thereof or provide such Junior Lender with any claim against Borrower, in each case, prior to the payment in full in cash of the Senior Loan Liabilities, and each of the Junior Lenders agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents related to the Junior Loan held by such Junior Lender permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Documents or the liens, rights, estates and interests created thereby. Except as expressly set forth in Section 6(b) hereof, no No payment or distribution to a any applicable Senior Junior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Subordinate Junior Lender shall entitle such Subordinate Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full in cash of the applicable Senior Junior Loan Liabilities, and each Subordinate Junior Lender agrees that, except with respect to the enforcement of its remedies under the Subordinate Junior Loan Documents related to the Subordinate Junior Loan held by such Subordinate Junior Lender permitted hereunder, prior to the satisfaction of all applicable Senior Junior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises, the Separate Collateral of any applicable Senior Junior Lender or any other collateral now securing the Senior Loan or any applicable Senior Junior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the applicable Senior Junior Loan Documents or the Senior Loan Documents or the liens, rights, estates and interests created thereby.

Payments, Distributions and Protective Advances. Except as expressly provided in Section 6(b), no No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Junior Lender and no other action taken by a Junior Lender to cure any default under the Senior Loan Documents shall entitle such Junior Lender to exercise any right of subrogation in respect thereof or provide such Junior Lender with any claim against Senior Borrower, in each case, prior to the payment in full in cash of the Senior Loan Liabilities, and each of the Junior Lenders agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents related to the Junior Loan held by such Junior Lender permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Documents or the liens, rights, estates and interests created thereby. Except as expressly set forth in Section 6(b) hereof, no No payment or distribution to a any Senior Junior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Subordinate Junior Lender and no other action taken by a Junior Lender to cure any default under any Senior Junior Loan Documents shall entitle such Subordinate Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full in cash of the all Senior Junior Loan Liabilities, and each Subordinate Junior Lender agrees that, except with respect to the enforcement of its remedies under the Subordinate Junior Loan Documents related to the Subordinate Junior Loan held by such Subordinate Junior Lender permitted hereunder, prior to the satisfaction of all Senior Junior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises, the Separate Collateral of any Senior Junior Lender or any other collateral now securing the Senior Loan or any Senior Junior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Junior Loan Documents or the Senior Loan Documents or the liens, rights, estates and interests created thereby.

Payments, Distributions and Protective Advances. Except as expressly provided in Section 6(b), no No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Junior Lender shall entitle such Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full in cash of the Senior Loan Liabilities, and each of the Junior Lenders agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents related to the Junior Loan held by such Junior Lender permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Documents or the liens, rights, estates and interests created thereby. Except as expressly set forth If, notwithstanding the preceding sentence, any Junior Lender acquires or is deemed to have acquired any lien, estate, right or other interest in Section 6(b) hereofany portion of the collateral for the Senior Loan or the proceeds therefrom in contravention of the preceding sentence, no such lien, estate, right or other interest shall, at all times, be subject and subordinate in all respects to the Senior Loan Documents and the liens, rights, estates and interests created thereby. No payment or distribution to a Senior Junior First Mezzanine Lender pursuant to the provisions of this Agreement and no Protective Advance by a Subordinate Junior Second Mezzanine Lender shall entitle such Subordinate Junior Second Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full in cash of the Senior Junior First Mezzanine Loan Liabilities, and each Subordinate Junior Second Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Subordinate Junior Second Mezzanine Loan Documents related to the Subordinate Junior Second Mezzanine Loan held by such Subordinate Junior Second Mezzanine Lender that are permitted hereunder, prior to the satisfaction of all Senior Junior First Mezzanine Loan Liabilities it shall not acquire, by subrogation or otherwise (except as expressly set forth in Section 6(b) hereof)otherwise, any lien, estate, right or other interest in any portion of the Premises, the Separate Collateral of any Senior Junior First Mezzanine Lender or any other collateral now securing the Senior Loan or any Senior Junior the First Mezzanine Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Junior First Mezzanine Loan Documents or the Senior Loan Documents or the liens, rights, estates and interests created thereby. If, notwithstanding the preceding sentence, Second Mezzanine Lender acquires or is deemed to have acquired any lien, estate, right or other interest in any portion of the collateral for the First Mezzanine Loan or the proceeds therefrom in contravention of the preceding sentence, such lien, estate, right or other interest shall, at all times, be subject and subordinate in all respects to the First Mezzanine Loan Documents and the liens, rights, estates and interests created thereby.