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7 <br />(e) Remitting Subordinate Loan Payments to Senior Lender. If, after <br />Subordinate Lender receives a default notice from Senior Lender in accordance with <br />subsection (d) above, Subordinate Lender receives any payments under the Subordinate <br />Loan Documents (other than payments permitted under subsection (d) above), <br />Subordinate Lender agrees that such payment or other distribution will be received and <br />held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate <br />Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed <br />to Senior Lender, to be applied to the principal of, interest on and other amounts due <br />under the Senior Loan Documents in accordance with the provisions of the Senior Loan <br />Documents. By executing this Agreement, Borrower specifically authorizes Subordinate <br />Lender to endorse and remit any such payments to Senior Lender, and specifically waives <br />any and all rights to have such payments returned to Borrower or credited against the <br />Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments <br />received by Subordinate Lender, and remitted to Senior Lender under this Section 5, shall <br />not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of <br />such payment to Senior Lender waive any Subordinate Mortgage Default which may <br />arise from the inability of Subordinate Lender to retain such payment or apply such <br />payment to the Subordinate Loan. <br />(f) Agreement Not to Commence Bankruptcy Proceeding. Subordinate <br />Lender agrees that during the term of this Agreement it will not commence, or join with <br />any other creditor in commencing any Bankruptcy Proceeding with respect to Borrower, <br />without Senior Lender's prior written consent. <br />6. Default Under Subordinate Loan Documents. <br />(a) Notice of Default and Cure Rights. Subordinate Lender shall deliver to <br />Senior Lender a default notice within five Business Days in each case where Subordinate <br />Lender has given a default notice to Borrower. Failure of Subordinate Lender to send a <br />default notice to Senior Lender shall not prevent the exercise of Subordinate Lender's <br />rights and remedies under the Subordinate Loan Documents, subject to the provisions of <br />this Agreement. Senior Lender shall have the opportunity, but not the obligation, to cure <br />any Subordinate Mortgage Default within 60 days following the date of such notice; <br />provided, however that Subordinate Lender shall be entitled, during such 60-day period, <br />to continue to pursue its rights and remedies under the Subordinate Loan Documents, <br />subject to the limitations set forth in Section 6(b) below. <br />(b) Subordinate Lender's Exercise of Remedies After Notice to Senior <br />Lender. If a Subordinate Mortgage Default occurs and is continuing, Subordinate Lender <br />agrees that it will not commence foreclosure proceedings with respect to the Mortgaged <br />Property under the Subordinate Loan Documents or exercise any other rights or remedies <br />it may have under the Subordinate Loan Documents with respect to the Mortgaged <br />Property, including, but not limited to accelerating the Subordinate Loan, collecting rents, <br />appointing (or seeking the appointment of) a receiver or exercising any other rights or <br />remedies thereunder without Senior Lender's prior written consent. However, the <br />preceding sentence shall not (i) limit Subordinate Lender's right to bring an action <br />seeking recovery solely from Non -Project Sources or (ii) preclude Subordinate Lender <br />US.113590860.01 <br />