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Lender shall not receive or accept any payments under the Junior Loan. If (i) Junior
<br />Lender receives any payment, property, or asset of any Kind or in any form on account of
<br />the Junior Indebtedness (including, without limitation, any proceeds from any
<br />Enforcement Action) after a Senior Loan Default of which Junior Lender has actual
<br />knowledge or has been given notice of, or (ii) Junior Lender receives, voluntarily or
<br />involuntarily, by operation of law or otherwise, any payment, property, or asset in or in
<br />connection with any Bankruptcy Proceeding, such payment, property, or asset will be
<br />received and held in trust for Senior Lender, Junior Lender will promptly remit, in kind
<br />and properly endorsed as necessary, all such payments, properties, and assets to Senior
<br />Lender. Senior Lender shall apply any payment, asset, or property so received from
<br />Junior Lender to the Senior Indebtedness in such order, amount (with respect to any asset
<br />or property other than immediately available fiords), and manner as Senior Lender shall
<br />determine in its sole and absolute discretion.
<br />(c) Without limiting the complete subordination of the Junior Indebtedness to
<br />the payment in full of the Senior Indebtedness, in any Bankruptcy Proceeding, upon any
<br />payment or distribution (whether in cash, property, securities, or otherwise) to creditors
<br />(i) the Senior Indebtedness shall first be paid in full in cash before Junior Lender shall be
<br />entitled to receive any payment or other distribution on account of or in respect of the
<br />Junior Indebtedness, and (ii) until all of the Senior Indebtedness is paid in full in cash,
<br />any payment or distribution to which Junior Lender would be entitled but for this
<br />Agreement (whether in cash, property, or other assets) shall be made to Senior Lender.
<br />(d) The subordination of the Junior Indebtedness shall continue in the event
<br />that any payment under the Senior Loan Documents (whether by or on behalf of
<br />Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is
<br />for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside
<br />or required to be paid to Borrower, a trustee, receiver or other similar party under any
<br />bankruptcy, insolvency, receivership or similar law. In such event, the Senior
<br />Indebtedness or part thereof originally intended to be satisfied shall be deemed to be
<br />reinstated and outstanding to the extent of any repayment, return, or other action, as if
<br />such payment on account of the Senior Indebtedness had not been made.
<br />(e) The subordination of the Junior Loan Documents and of the Junior
<br />Indebtedness shall apply and continue notwithstanding (i) the actual date and time of
<br />execution, delivery, recording, filing or perfection of the Senior Security Instrument and
<br />other Senior Loan Documents and of the Junior Security Instrument and other Junior
<br />Loan Documents, and (ii) the availability of any collateral to Senior Lender, including the
<br />availability of any collateral other than the Property.
<br />(f) By reason of', and without in any way limiting, the full subordination of
<br />the Junior Indebtedness and the Junior Loan Documents provided for in this Agreement,
<br />all rights and claims of Junior Lender under the Junior Security Instrument or under the
<br />Junior Loan Documents in or to the Property or any portion thereof, the proceeds thereof,
<br />the Leases thereof, the Rents, issues and profits therefrom, and the Loss Proceeds payable
<br />with respect thereto, are expressly subject and subordinate in all respects to the rights and
<br />claims of Senior Lender under the Senior Loan Documents in and to the Property or any
<br />Subordination and fntercreditor Agreement (HOME) 5 The Guest House
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