Common use of Rights of Subrogation; Bankruptcy Clause in Contracts

Rights of Subrogation; Bankruptcy. Each of Junior Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender agrees that Senior Lender owes no fiduciary duty to Junior Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Lender agrees not to assert any such claim. Senior Lender agrees that Junior Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Loan and the Junior Loan Documents and Senior Lender agrees not to assert any such claim. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Lender agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit any entity which Controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner], the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender agrees that (i) it shall not make any election, give any consent, commence any action or file any motion, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Subordinate Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Subordinate Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Subordinate Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Subordinate Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Subordinate Lender agrees that Senior Lender owes no fiduciary duty to Junior Subordinate Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Subordinate Lender agrees not to assert any such claim. Senior Lender agrees that Junior Subordinate Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Subordinate Loan and the Junior Subordinate Loan Documents and Senior Lender agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Subordinate Lender shall entitle Junior Subordinate Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Subordinate Lender agrees that, except with respect to the enforcement of its remedies under the Junior Subordinate Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. . (c) Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Subordinate Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit direct or cause either the Borrower or any entity which Controls controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]Borrower; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]Borrower; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner]Borrower, the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender agrees that (i) it shall not make any election, give any consent, commence any action or file any motion, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.Borrower;

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition . (financial or otherwiseb) of Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender agrees that Senior Lender owes no fiduciary duty to Junior Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Lender agrees not to assert any such claim. Senior Lender agrees that Junior Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Loan and the Junior Loan Documents and Senior Lender agrees not to assert any such claim. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment Payment in full of the Senior Loan LiabilitiesFull, and Junior Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the indefeasible satisfaction in full of all the Senior Loan Liabilities it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises Senior Collateral 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 Documents, or the liens, rights, estates and interests created thereby. . (c) Subject to Section 30 27 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencementcommencement of a Proceeding with respect to any Senior Debtor, whether voluntary or involuntaryMezzanine Borrower, of any case, proceeding or other action against Borrower [Common Guarantor or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcyother Loan Party. Until Payment in Full, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Mezzanine Borrower to solicit direct or cause any Senior Debtor, Mezzanine Borrower or any entity which Controls Borrower controls any Senior Debtor (the “Borrower Group”) to: (i) commence any ProceedingProceeding with respect to any Senior Debtor, any Common Guarantor or any Loan Party; (ii) institute proceedings to have Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner] Loan Party adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner]Loan Party; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner]Loan Party; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner]Senior Debtor, any Common Guarantor, any Loan Party, the Premises Senior Collateral (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner]Loan Party; (vii) seek to consolidate the Premises (or any portion thereof) Senior Collateral or any other assets of the Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner] Loan Party with the assets of Mezzanine Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior . (d) If Mezzanine Lender agrees that is deemed to be a creditor of any Senior Debtor or any Common Guarantor in any Proceeding, (i) Mezzanine Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [any Senior Debtor or any SPE Equity Owner] Common Guarantor without the prior consent of Senior Lender, except for proofs of claim (iiprovided that is Mezzanine Lender fails to file a proof of claim within twenty (20) days of the deadline for filing such proof of claim, Senior Lender may vote in any such Proceeding any is hereby authorized and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable granted a power of attorney coupled with an interest, and its proxy, for the purpose to file such proofs of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) claim on behalf of the United States Bankruptcy Code (the “Bankruptcy Code”Mezzanine Lender); provided, however, that any such filing shall not be as a creditor of any Senior Debtor and shall be subject to the provisions of Section 5(b) hereof, (ii) Mezzanine Lender shall not vote in favor of or propose any plan or take any other action in any Proceeding in any way that is inconsistent with respect to any proposed plan the terms of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only this Agreement or if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the United States Bankruptcy Code) and (iii) Junior Mezzanine Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises Senior Collateral or any other Senior Loan collateral submitted by Senior Lender in good faith, faith in such Proceeding Proceeding, or take any other action in such Proceeding, Proceeding which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition . (financial or otherwiseb) of Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender agrees that Senior Lender owes no fiduciary duty to Junior Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Lender agrees not to assert any such claim. Senior Lender agrees that Junior Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Loan and the Junior Loan Documents and Senior Lender agrees not to assert any such claim. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment Payment in full of the Senior Loan LiabilitiesFull, and Junior Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the indefeasible satisfaction in full of all the Senior Loan Liabilities it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises Senior Collateral 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 Documents, or the liens, rights, estates and interests created thereby. . (c) Subject to Section 30 27 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencementcommencement of a Proceeding with respect to any Senior Debtor, whether voluntary or involuntaryMezzanine Borrower, of any case, proceeding or other action against Borrower [Common Guarantor or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcyother Loan Party. Until Payment in Full, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Mezzanine Borrower to solicit direct or cause any Senior Debtor, Mezzanine Borrower or any entity which Controls Borrower controls any Senior Debtor (the ““ Borrower GroupGroup ”) to: (i) commence any ProceedingProceeding with respect to any Senior Debtor, any Common Guarantor or any Loan Party; (ii) institute proceedings to have Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner] Loan Party adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner]Loan Party; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner]Loan Party; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner]Senior Debtor, any Common Guarantor, any Loan Party, the Premises Senior Collateral (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner]Loan Party; (vii) seek to consolidate the Premises (or any portion thereof) Senior Collateral or any other assets of the Borrower [any Senior Debtor, any Common Guarantor or any SPE Equity Owner] Loan Party with the assets of Mezzanine Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior . (d) If Mezzanine Lender agrees that is deemed to be a creditor of any Senior Debtor or any Common Guarantor in any Proceeding, (i) Mezzanine Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [any Senior Debtor or any SPE Equity Owner] Common Guarantor without the prior consent of Senior Lender, except for proofs of claim (iiprovided that is Mezzanine Lender fails to file a proof of claim within twenty (20) days of the deadline for filing such proof of claim, Senior Lender may vote in any such Proceeding any is hereby authorized and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable granted a power of attorney coupled with an interest, and its proxy, for the purpose to file such proofs of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) claim on behalf of the United States Bankruptcy Code (the “Bankruptcy Code”Xxxxxxxxx Xxxxxx); provided, however, that any such filing shall not be as a creditor of any Senior Debtor and shall be subject to the provisions of Section 5(b) hereof, (ii) Mezzanine Lender shall not vote in favor of or propose any plan or take any other action in any Proceeding in any way that is inconsistent with respect to any proposed plan the terms of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only this Agreement or if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the United States Bankruptcy Code) and (iii) Junior Mezzanine Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises Senior Collateral or any other Senior Loan collateral submitted by Senior Lender in good faith, faith in such Proceeding Proceeding, or take any other action in such Proceeding, Proceeding which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender Xxxxxx Xxxxxx agrees that Senior Lender Xxxxxx owes no fiduciary duty to Junior Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Lender Xxxxxx agrees not to assert any such claim. Senior Lender Xxxxxx agrees that Junior Lender Xxxxxx owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Loan and the Junior Loan Documents and Senior Lender Xxxxxx agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Lender agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. . (c) Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit any entity which Controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner], the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender . (d) Xxxxxx Xxxxxx agrees that (i) it shall not make any election, give any consent, commence any action or file any motion, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender Xxxxxx Xxxxxx only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Mezzanine Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, Mezzanine Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Mezzanine Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Mezzanine Lender agrees that Senior Lender owes no fiduciary duty to Junior Mezzanine Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Mezzanine Lender agrees not to assert any such claim. Senior Lender agrees that Junior Mezzanine Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Mezzanine Loan and the Junior Mezzanine Loan Documents and Senior Lender agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. . (c) Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity OwnerConstituent Entity] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Mezzanine Borrower to solicit direct or cause either the Borrower or any entity which Controls controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity OwnerConstituent Entity] adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity OwnerConstituent Entity]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity OwnerConstituent Entity]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity OwnerConstituent Entity], the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity OwnerConstituent Entity]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity OwnerConstituent Entity] with the assets of the Mezzanine Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior . (d) If Mezzanine Lender agrees that is deemed to be a creditor of Borrower or any SPE Constituent Entity in any Proceeding (i) Mezzanine Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity OwnerConstituent Entity] without the prior consent of Senior Lender, except to the extent necessary to preserve or realize upon Mezzanine Lender’s interest in the Equity Collateral; provided, however, that any such filing shall not be as a creditor of the Borrower, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Mezzanine Lender, and Junior Mezzanine Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Mezzanine Lender in connection with any case by or against the Borrower [or any SPE Equity OwnerConstituent Entity] in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan or plan, to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Mezzanine Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the United States Bankruptcy Code) and (iii) Junior Mezzanine Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Mezzanine Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, each Mezzanine Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Mezzanine Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Each Mezzanine Lender agrees that Senior Lender owes no fiduciary duty to Junior Lender Mezzanine Lenders in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior each Mezzanine Lender agrees not to assert any such claim. Senior Lender agrees that Junior neither Mezzanine Lender owes no a fiduciary duty to Senior Lender in connection with the administration of the Junior Loan their respective Mezzanine Loans and the Junior Mezzanine Loan Documents and Senior Lender agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior a Mezzanine Lender shall entitle Junior such Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior each Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents related to the Mezzanine Loan held by such Mezzanine Lender permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. Subject No payment or distribution to Section 30 of this Agreement, Senior Mezzanine Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall be applicable both before entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Mezzanine Loan Liabilities, and after Junior Mezzanine Lender agrees that, except with respect to the commencementenforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, whether voluntary prior to the satisfaction of all Senior Mezzanine Loan Liabilities, it shall not acquire, by subrogation or involuntaryotherwise, of any caselien, proceeding estate, right or other action against Borrower [or interest in any SPE Equity Owner] under any existing or future law portion of any jurisdiction relating to bankruptcythe Premises, insolvency, reorganization or relief the Separate Collateral of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit any entity which Controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner], the Premises (or any portion thereof) or any other collateral now securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender agrees that (i) it shall not make any election, give any consent, commence any action or file any motion, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agentMezzanine Loan or the proceeds therefrom that is or may be prior to, and grants to or of equal priority to, the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for Mezzanine Loan Documents or the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faithDocuments or the liens, in such Proceeding or take any other action in such Proceedingrights, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare estates and file its own proof of claim in a Proceedinginterests created thereby.

Rights of Subrogation; Bankruptcy. Each of Junior Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwisea) of Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender agrees that Senior Lender owes no fiduciary duty to Junior Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Lender agrees not to assert any such claim. Senior Lender agrees that Junior Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Loan and the Junior Loan Documents and Senior Lender agrees not to assert any such claim. No payment or distribution to Senior Lender NW Capital, Rights Offering Indenture Trustee or any Rights Offering Indenture Noteholder pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior Lender any of Exchange Offering Indenture Trustee or any Exchange Offering Noteholder to exercise any right of subrogation in respect thereof prior to the unconditional payment and performance in full of all of the obligations of Borrower and/or any Borrower Subsidiary arising under the Senior Loan Liabilities, and Junior Lender Documents. (b) Exchange Offering Indenture Trustee agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents permitted hereunder, prior to the satisfaction unconditional payment and performance in full of all of the obligations of Borrower and/or any Borrower Subsidiary arising under the Senior Loan Liabilities it Documents, neither Exchange Offering Indenture Trustee nor any Exchange Offering Noteholder shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises any property owned by Borrower or any Borrower Subsidiary or any other collateral now securing the Senior Loan or the Rights Offering Indenture Note or the proceeds therefrom that is or may be prior to, or therefrom. (c) Prior to the unconditional payment and performance in full of equal priority to, any all of the obligations of Borrower and any each Borrower Subsidiary arising under the Senior Loan Documents Documents, if Exchange Offering Indenture Trustee or the liens, rights, estates and interests created thereby. Subject any Exchange Offering Noteholder is deemed to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, a creditor of any caseBorrower Entity in any Proceeding, proceeding or then, other action against Borrower [or any SPE Equity Owner] than the filing of proofs of claims in such Proceeding to the extent expressly required under any existing or future law Section 317(a)(2) of any jurisdiction relating to bankruptcythe Trust Indenture Act of 1939, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit any entity which Controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner], the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender Exchange Offering Indenture Trustee hereby agrees that (i) neither it nor any Exchange Offering Noteholder shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the any Borrower [or any SPE Equity Owner] Entity without the prior written consent of Senior LenderNW Capital, which may be granted, conditioned or denied in its sole discretion, (ii) Senior Lender Exchange Offering Indenture Trustee shall take such actions as NW Capital may vote in any such Proceeding any and all claims of Junior Lenderreasonably request, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender neither Exchange Offering Indenture Trustee nor any Exchange Offering Noteholder shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender NW Capital in good faith or any valuations of the Premises any property owned by any Borrower Entity or other Senior collateral for the Loan collateral and the Rights Offering Indenture Note submitted by Senior Lender NW Capital in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s NW Capital's enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Mezzanine Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, Mezzanine Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Mezzanine Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender Xxxxxxxxx Xxxxxx agrees that Senior Lender Xxxxxx owes no fiduciary duty to Junior Xxxxxxxxx Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Lender Xxxxxxxxx Xxxxxx agrees not to assert any such claim. Senior Lender Xxxxxx agrees that Junior Lender Xxxxxxxxx Xxxxxx owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Mezzanine Loan and the Junior Mezzanine Loan Documents and Senior Lender Xxxxxx agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Xxxxxxxxx Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. . (c) Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity OwnerConstituent Entity] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Mezzanine Borrower to solicit direct or cause either the Borrower or any entity which Controls controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity OwnerConstituent Entity] adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity OwnerConstituent Entity]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity OwnerConstituent Entity]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity OwnerConstituent Entity], the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity OwnerConstituent Entity]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity OwnerConstituent Entity] with the assets of the Mezzanine Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior . (d) If Mezzanine Lender agrees that is deemed to be a creditor of Borrower or any SPE Constituent Entity in any Proceeding (i) Mezzanine Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity OwnerConstituent Entity] without the prior consent of Senior Lender, except to the extent necessary to preserve or realize upon Mezzanine Lender’s interest in the Equity Collateral; provided, however, that any such filing shall not be as a creditor of the Borrower, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Mezzanine Lender, and Junior Mezzanine Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Mezzanine Lender in connection with any case by or against the Borrower [or any SPE Equity OwnerConstituent Entity] in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan or plan, to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Mezzanine Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the United States Bankruptcy Code) and (iii) Junior Mezzanine Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Mezzanine Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, Mezzanine Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Mezzanine Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Mezzanine Lender agrees that Senior Lender owes no fiduciary duty to Junior Mezzanine Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Mezzanine Lender agrees not to assert any such claim. Senior Lender agrees that Junior Mezzanine Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Mezzanine Loan and the Junior Mezzanine Loan Documents and Senior Lender agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. . (c) Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [Borrower, or any SPE Equity Owner] Constituent Entity under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Mezzanine Borrower to solicit direct or cause either the Borrower or any entity which Controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] Constituent Entity adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]Constituent Entity; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]Constituent Entity; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner]Constituent Entity, the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]Constituent Entity; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] Constituent Entity with the assets of the Mezzanine Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior The terms and provisions of this Section 10(c) apply to Mezzanine Lender agrees that solely in its capacity as Mezzanine Lender. If Mezzanine Lender commences an Equity Collateral Enforcement Action against Mezzanine Borrower, and pursuant to such Equity Collateral Enforcement Action, Mezzanine Lender takes title to the Equity Collateral, from and after the date title to such Equity Collateral is vested in Mezzanine Lender, Mezzanine Lender shall be bound by the terms and provisions of the respective organizational documents of Borrower and Mezzanine Borrower regarding bankruptcy and all matters requiring the vote of the independent directors/managers/members of Mezzanine Borrower and not by the terms of this Section 10(c). (d) If Mezzanine Lender is deemed to be a creditor of Borrower or any SPE Constituent Entity in any Proceeding (i) Mezzanine Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] Constituent Entity without the prior consent of Senior Lender, except to the extent necessary to preserve or realize upon Mezzanine Lender’s interest in the Equity Collateral; provided, however, that any such filing shall not be as a creditor of the Borrower, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Mezzanine Lender, and Junior Mezzanine Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Mezzanine Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] Constituent Entity in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan or plan, to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that provided with respect to any proposed plan of reorganization including Borrower, Mezzanine Borrower, or any SPE Constituent Entity (including any consolidated entity that includes Borrower, Mezzanine Borrower, or any SPE Constituent Entity) in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Mezzanine Lender only if the proposed plan of reorganization would result in Senior Lender Lender’s claims or interests being “impaired” (as such term is defined in the Bankruptcy Code) and with respect to Borrower (iii) Junior Mezzanine Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything ; (iv) Mezzanine Lender waives any right to object to, and shall be deemed to have consented to: (A) Borrower’s use of any cash collateral to the contrary extent of any consent thereto given by Senior Lender, (B) any request by Senior Lender for adequate protection (as that term is defined in the Bankruptcy Code), (C) any debtor-in-possession financing provided to Borrower by Senior Lender, by any Affiliate of Senior Lender, or by any third party with Senior Lender’s consent, (D) any motion by Senior Lender for dismissal of the Proceeding or for relief from the automatic stay (as defined in the United States Bankruptcy Code), (E) any request by Senior Lender for post-petition interest, and (F) any sale of Borrower’s assets to the extent that Senior Lender has consented thereto, and (v) without Senior Lender’s consent, Mezzanine Lender shall not, and waives any and all rights to: (A) request adequate protection (as that term is defined in the Bankruptcy Code) (and in the event any such adequate protection is awarded to Mezzanine Lender, any adequate protection in the form of cash is hereby assigned to Senior Lender and any adequate protection in the form of a lien on or security interest in the Premises or any other collateral for the Senior Loan is hereby subordinated to all of Senior Lender’s rights, liens, or security interests in or to the Premises and such collateral), (B) provide debtor-in-possession financing to Borrower (unless such debtor-in-possession financing shall pay the Senior Loan in full), (C) file or support any motion for dismissal of the Proceeding or relief from the automatic stay (as defined in the Bankruptcy Code), (D) request any post-petition interest, (E) request any sale of Borrower’s assets, or (F) file, propose, support, accept, or reject any plan of reorganization of Borrower. Mezzanine Lender shall not be bound by the provisions of this AgreementSection 10(d) during any period of time that any portion of the Senior Loan is held by an Affiliate of Borrower. (e) To the extent any payment under the Senior Loan Documents (whether by or on behalf of Borrower, Junior as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Loan or part thereof originally intended to be satisfied shall for all purposes of this Agreement be deemed to be reinstated and outstanding as if such payment had not occurred. (f) The terms and provisions of Sections 10(c) and 10(d) apply to Mezzanine Lender may prepare solely in its capacity as a Mezzanine Lender; upon any foreclosure or other realization upon the Equity Collateral, the provisions of the Senior Loan Documents prohibiting a Proceeding by or against Borrower shall continue to remain applicable from and file its own proof of claim in a Proceedingafter any such foreclosure or other realization with respect to such Equity Collateral.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Mezzanine Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, Mezzanine Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Mezzanine Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Mezzanine Lender agrees that Senior Lender owes no fiduciary duty to Junior Mezzanine Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Mezzanine Lender agrees not to assert any such claim. Senior Lender agrees that Junior Mezzanine Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Mezzanine Loan and the Junior Mezzanine Loan Documents and Senior Lender agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. . (c) Subject to Section 30 of this Agreementhereof, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstandingoutstanding and Mezzanine Lender is not an equity owner of Borrower or Mezzanine Borrower, Junior Mezzanine Lender shall not, and shall not solicit any person or entity Person to, and shall not direct or cause Mezzanine Borrower to solicit direct or cause either Borrower or any entity which Controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]Borrower; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]Borrower; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner]Borrower, the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]Borrower; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of the Mezzanine Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior . (d) If Mezzanine Lender agrees that is deemed to be a creditor of Borrower in any Proceeding (i) Mezzanine Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, except to the extent necessary to preserve or realize upon Mezzanine Lender’s interest in the Equity Collateral; provided, however, that any such filing shall not be as a creditor of Borrower, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Mezzanine Lender, and Junior Mezzanine Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Mezzanine Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan or plan, to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Mezzanine Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the United States Bankruptcy Code) and (iii) Junior Mezzanine Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. Each of Junior Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender Xxxxxx Xxxxxx agrees that Senior Lender Xxxxxx owes no fiduciary duty to Junior Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Lender Xxxxxx agrees not to assert any such claim. Senior Lender Xxxxxx agrees that Junior Lender Xxxxxx owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Loan and the Junior Loan Documents and Senior Lender Xxxxxx agrees not to assert any such claim. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Lender agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or 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. Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit any entity which Controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner], the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender agrees that (i) it shall not make any election, give any consent, commence any action or file any motion, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender Xxxxxx Xxxxxx only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Mezzanine Lender and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of each Borrower, each Mezzanine Borrower, the condition of the Premises each Property and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior Mezzanine Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Mezzanine Lender agrees that Senior Lender owes no fiduciary duty to Junior Mezzanine Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Mezzanine Lender agrees not to assert any such claim. Senior Lender agrees that Junior Mezzanine Lender owes no fiduciary duty to Senior Lender in connection with the administration of the Junior Mezzanine Loan and the Junior Mezzanine Loan Documents and Senior Lender agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Mezzanine Lender shall entitle Junior Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises Properties 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. . (c) Subject to Section 30 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against any Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “"Proceeding”"). For as long as the Senior Loan shall remain outstanding, Junior Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause any Mezzanine Borrower to solicit direct or cause any entity which Controls Borrower (the “"Borrower Group”") to: (i) commence any Proceeding; (ii) institute proceedings to have any Borrower [or any SPE Equity Owner] adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; Borrower; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]Borrower; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner]Borrower, the Premises Properties (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]Borrower; (vii) seek to consolidate any of the Premises (or any portion thereof) Properties or any other assets of the any Borrower [or any SPE Equity Owner] with the assets of any Mezzanine Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender agrees that (i) it shall not make any election, give any consent, commence any action or file any motion, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Lender HHI Agent and Senior Lender Administrative Agent hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Credit Documents or the Junior HHI Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender HHI Agent and Senior Lender Administrative Agent assumes all responsibility for keeping itself informed as to the condition #200345476_v12 (financial or otherwise) of Borrower, the Credit Parties and the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender Administrative Agent nor Junior Lender HHI Agent shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender HHI Agent agrees that Senior Lender owes Administrative Agent xxxx no fiduciary duty to Junior Lender HHI Agent in connection with the administration of the Senior Loan and the Senior Loan Credit Documents and Junior Lender HHI Agent agrees not to assert any such claim. Senior Lender Administrative Agent agrees that Junior Lender owes HHI Agent xxxx no fiduciary duty to Senior Lender Administrative Agent in connection with the administration of the Junior HHI Loan and the Junior HHI Loan Documents and Senior Lender Administrative Agent agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender Administrative Agent pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior Lender HHI Agent to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan LiabilitiesObligations, and Junior Lender HHI Agent agrees that, except with respect to the enforcement of its remedies under the Junior HHI Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities Obligations it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan Collateral or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Credit Documents or the liens, rights, estates and interests created thereby. . (c) Subject to Section 30 12.10 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] Credit Party under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstanding, Junior Lender HHI Agent shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit any entity which Controls Borrower (the “Borrower Group”) Credit Party to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] Credit Party adjudicated as bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]Credit Party; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]Credit Party; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [any Credit Party, or any SPE Equity Owner], the Premises (or any portion thereof) or any other collateral securing the Senior Loan Collateral (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]Credit Party; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] Credit Party with the assets of any member Credit Party or any of the Borrower Group their Affiliates in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender agrees that . (d) In any Proceeding (i) HHI Agent xxxxxx agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] Credit Party without the prior consent of Senior LenderAdministrative Agent, except to the extent necessary to preserve or realize upon HHI Agent’s interest in the Collateral, (ii) Senior Lender Administrative Agent may vote in any such Proceeding any and all claims of Junior LenderHHI Agent, and Junior Lender HHI Agent hereby appoints the Senior Lender Administrative Agent as its agent, and grants to the Senior Lender Administrative Agent an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender HHI Agent in connection with any case by or against the Borrower [or any SPE Equity Owner] other Credit Party in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan or plan, to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender Administrative Agent may vote on behalf of Junior Lender HHI Agent only if the proposed plan would result in Senior Lender Administrative Agent being “impaired” (as such term is defined in the United States Bankruptcy Code) and (iii) Junior Lender HHI Agent shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender Administrative Agent in good faith or any valuations of the Premises or other Senior Loan collateral #200345476_v12 Collateral submitted by Senior Lender Administrative Agent in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior LenderAdministrative Agent’s enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Mezzanine Lender and each Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Mezzanine Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Mezzanine Lender and each Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, Mezzanine Borrower, the condition of the Premises and all other collateral Collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor Junior no Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Each Mezzanine Lender agrees that Senior each Prior Lender owes no fiduciary duty to Junior Lender in connection with the administration of the Senior Prior Loan and the Senior Prior Loan Documents and Junior each Lender agrees not to assert any such claim. Senior Each Lender agrees that Junior each Mezzanine Lender owes no fiduciary duty to Senior any Prior Lender in connection with the administration of the Junior its Loan and the Junior Loan Documents and Senior each Prior Lender agrees not to assert any such claim. . (b) No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior any Mezzanine Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior each Mezzanine Lender agrees that, except with respect to the enforcement of its remedies under the Junior Mezzanine Loan Documents permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities and the termination of each Senior Lender obligations under the Senior Loan Documents, after giving effect to each Priority Shift, it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral 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. . (c) Subject to Section 30 22 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “"Proceeding”"). For as long as the Senior Loan shall remain outstanding, Junior each Mezzanine Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit direct or cause either the Borrower or any entity which Controls controls Borrower (the “"Borrower Group”") to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated a bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]Borrower; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]Borrower; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner]Borrower, the Premises real estate collateral (or any portion thereof) or any other collateral Collateral securing the Senior Loan Liabilities (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]Borrower; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior . (d) If a Mezzanine Lender agrees that is deemed to be a creditor of Borrower in any Proceeding (i) such Mezzanine Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of each Senior Lender and Prior Lender, (ii) each Senior Lender may vote in any such Proceeding on behalf of any and all claims of Junior such Mezzanine Lender, and Junior such Mezzanine Lender hereby appoints the each Senior Lender as its agent, and grants to the each Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior either Mezzanine Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan or plan, to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, each Senior Lender may vote on behalf of Junior each Mezzanine Lender only if the proposed plan would result in each Senior Lender being “"impaired” " (as such term is defined in the United States Bankruptcy Code) and (iii) Junior each Mezzanine Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by each Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral Collateral submitted by each Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to each Senior Lender’s 's enforcement of its claim or receipt of “adequate protection” protection (as such that term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Lender the Subordinated Administrative Agent and the Senior Lender Administrative Agent hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral the Common Collateral in respect of the Senior Loan Documents or the Junior Subordinated Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Lender the Subordinated Administrative Agent and the Senior Lender Administrative Agent assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrowerthe Borrowers, the condition of the Premises and all other collateral Common Collateral and other circumstances and, except for notices expressly required by this Agreement, neither the Senior Lender Administrative Agent nor Junior Lender the Subordinated Administrative Agent shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Lender . (b) The Subordinated Administrative Agent on behalf of the Subordinated Lenders agrees that neither the Senior Administrative Agent nor any Senior Lender owes no any fiduciary duty to Junior Lender the Subordinated Administrative Agent in connection with the administration of the Senior Loan Loans and the Senior Loan Documents Documents, and Junior Lender the Subordinated Administrative Agent agrees not to assert any such claim. The Senior Lender Administrative Agent on behalf of the Senior Lenders agrees that Junior neither the Subordinated Administrative Agent nor any Subordinated Lender owes no any fiduciary duty to the Senior Lender Administrative Agent in connection with the administration of the Junior Loan Subordinated Loans and the Junior Subordinated Loan Documents Documents, and the Senior Lender Administrative Agent agrees not to assert any such claim. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan Liabilities, and Junior Lender agrees that, except with . (c) With respect to the enforcement value of its remedies under the Junior Loan Documents permitted hereunderany payments or distributions in cash, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise, any lien, estate, right property or other interest in any portion of assets that the Premises Subordinated Administrative Agent 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 other Subordinated Secured Parties pays over to the Senior Loan Documents Administrative Agent or the liens, rights, estates and interests created thereby. Subject to Section 30 other Senior Secured Parties under the terms of this Agreement, the Subordinated Administrative Agent and the other Subordinated Secured Parties shall be subrogated to the rights of the Senior Administrative Agent and the other Senior Secured Parties; provided that the Subordinated Administrative Agent, on behalf of itself and the other Subordinated Secured Parties, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of the Senior Obligations has occurred. The Loan Parties each acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Subordinated Administrative Agent or the other Subordinated Secured Parties that are paid over to the Senior Administrative Agent or the other Senior Secured Parties pursuant to this Agreement shall not reduce any of the Subordinated Obligations. (d) With respect to the value of any payments or distributions in cash, property or other assets that the Senior Administrative Agent or any of the other Senior Secured Parties pays over to the Subordinated Administrative Agent or the other Subordinated Secured Parties under the terms of this Agreement, the Senior Administrative Agent and the other Senior Secured Parties shall be subrogated to the rights of the Subordinated Administrative Agent and the other Subordinated Secured Parties; provided that the Senior Administrative Agent, on behalf of itself and the other Senior Secured Parties, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of the Subordinated Obligations has occurred. The Loan Parties each acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Senior Administrative Agent or the other Senior Secured Parties that are paid over to the Subordinated Administrative Agent or the other Subordinated Secured Parties pursuant to this Agreement shall not reduce any of the Senior Obligations. (e) The provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, commencement of any case, proceeding Insolvency or other action against Borrower [or any SPE Equity Owner] under any existing or future law Liquidation Proceeding. Until a Discharge of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the Senior Loan shall remain outstandingObligations, Junior Lender the Subordinated Administrative Agent shall not, and shall not solicit any person or entity Person to, and shall not direct or cause Borrower the Borrowers to solicit direct or cause any Loan Party or any entity which Controls Borrower (the “Borrower Group”) controls any of them to: (i) commence any Insolvency or Liquidation Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated bankrupt or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [any Lender Party or any SPE Equity Owner], the Premises (Common Collateral or any portion thereof) or any other collateral securing the Senior Loan Exclusive Collateral (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (viiiii) seek to consolidate the Premises (any Common Collateral, Senior Exclusive Collateral or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group Subordinated Exclusive Collateral in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viiiiv) take any action in furtherance of any of the foregoing. Junior Lender agrees that ; provided, however, the foregoing shall not prohibit or restrict the rights of the Subordinated Lenders to exercise their rights, remedies and options under the Subordinated Loan Documents if, as a result of not exercising such rights or remedies, and Insolvency or Liquidation a Proceeding would be a consequence thereof. (f) (i) it Until the Discharge of the Senior Obligations has occurred, the Subordinated Administrative Agent, on behalf of itself and the other Subordinated Secured Parties, agrees that none of them shall not make (A) seek (or support any election, give any consent, commence any action Person seeking) relief from the automatic stay or file any motion, obligation, notice or application or take any other action stay in any Insolvency or Liquidation Proceeding by or against in respect of the Borrower [or any SPE Equity Owner] Senior Priority Collateral, without the prior written consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agentAdministrative Agent, and grants to or (B) oppose any request by the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [Administrative Agent or any SPE Equity Owner] other Senior Secured Party for relief from the automatic stay in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) respect of the United States Bankruptcy Code (the “Bankruptcy Code”)Senior Priority Collateral; provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are votingif the Senior Administrative Agent, Senior Lender may vote on behalf of Junior Lender only if itself and the proposed plan would result other Senior Secured Parties, seeks relief from the automatic stay to exercise its rights against the Senior Priority Collateral, then the Subordinated Administrative Agent, on behalf of itself and the other Subordinated Secured Parties, may seek limited relief from the automatic stay in Senior Lender being “impaired” (as such term is defined order to preserve its rights in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faithPriority Collateral, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything subject to the contrary in subordination and other terms of this Agreement, Junior Lender may prepare in order to receive proceeds of the Senior Priority Collateral that are payable to it and file its own proof the other Subordinated Secured Parties in accordance with the terms of claim in a Proceedingthis Agreement.

Rights of Subrogation; Bankruptcy. (a) Each of Junior Subordinate Lender and each Senior Lender hereby waives any requirement for marshaling of assets thereby in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Subordinate Loan Documents, as applicable, or any exercise of any rights of set-off or otherwise. Each of Junior Subordinate Lender and each Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Borrower, the condition of the Premises Collateral and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender Lenders nor Junior Subordinate Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the other relative to such condition, business, assets and/or operations. Junior Subordinate Lender agrees that neither Senior Lender owes no any fiduciary duty to Junior Subordinate Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and Junior Subordinate Lender agrees not to assert any such claim. Each Senior Lender agrees that Junior Subordinate Lender owes no fiduciary duty to such Senior Lender in connection with the administration of the Junior Subordinate Loan and the Junior Subordinate Loan Documents and each Senior Lender agrees not to assert any such claim. . (b) No payment or distribution to GSSIF Senior Lender pursuant to the provisions of this Agreement and no Protective Advance by Junior Lender shall entitle Junior Subordinate Lender to exercise any right of subrogation in respect thereof prior to the payment in full of the Senior Loan LiabilitiesObligations (other than Contingent Indemnification Obligations) owing to GSSIF Senior Lender to the full extent contemplated by and in accordance with Section 7 and Section 9, and Junior Subordinate Lender agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents permitted hereunder, that prior to the satisfaction of all Senior Loan Liabilities it Obligations (other than Contingent Indemnification Obligations) owing to GSSIF Senior Lender, Subordinate Lender shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises Collateral or any other collateral now securing the GSSIF Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the GSSIF Senior Loan Documents or the liens, rights, estates and interests created thereby. Subject to Section 30 of this Agreement, the . (c) The provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower [or any SPE Equity Owner] under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors (a “Proceeding”). For as long as the GSSIF Senior Loan shall remain outstanding, Junior Subordinate Lender shall not, and shall not solicit any person or entity to, and shall not direct or cause Borrower to solicit direct or cause either the Borrower or any entity which Controls controls Borrower (the “Borrower Group”) to: (i) commence any Proceeding; (ii) institute proceedings to have Borrower [or any SPE Equity Owner] adjudicated bankrupt a bankruptcy or insolvent; (iii) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Borrower [or any SPE Equity Owner]; (iv) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Borrower [or any SPE Equity Owner]; (v) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Borrower [or any SPE Equity Owner], the Premises (or any portion thereof) or any other collateral securing the Senior Loan (or any portion thereof); (vi) make an assignment for the benefit of any creditor of Borrower [or any SPE Equity Owner]; (vii) seek to consolidate the Premises (or any portion thereof) or any other assets of the Borrower [or any SPE Equity Owner] with the assets of any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; or (viii) take any action in furtherance of any of the foregoing. Junior Lender agrees that (i) it shall not make any election, give any consent, commence any action or file any motion, obligation, notice or application or take any other action in any Proceeding by or against the Borrower [or any SPE Equity Owner] without the prior consent of Senior Lender, (ii) Senior Lender may vote in any such Proceeding any and all claims of Junior Lender, and Junior Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Lender in connection with any case by or against the Borrower [or any SPE Equity Owner] in any Proceeding, including without limitation, the right to vote to accept or reject a plan or to make any election under Section 1111(b) of the United States Bankruptcy Code (the “Bankruptcy Code”); provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of Junior Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code) and (iii) Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of “adequate protection” (as such term is defined in the Bankruptcy Code). Notwithstanding anything to the contrary in this Agreement, Junior Lender may prepare and file its own proof of claim in a Proceeding.;