COLLATERAL, OR ANY PORTION THEREOF, WAS DISPOSED OF IN
ORDER TO REPAY THE SENIOR LENDER CLAIMS, AND THEREAFTER, THE TRUSTEE (ACTING AT
THE DIRECTION OF THE NOTEHOLDERS) WILL HAVE THE RIGHT TO EXERCISE REMEDIES WITH
RESPECT TO THE COMMON COLLATERAL AND THE RESTRICTIONS IN THIS AGREEMENT SHALL NO
LONGER APPLY, AND (B) IF THE SENIOR LENDER CLAIMS (OR ANY PORTION THEREOF) ARE
THEREAFTER SECURED BY ASSETS THAT WOULD CONSTITUTE COMMON COLLATERAL, THE
NOTEHOLDER CLAIMS SHALL THEN BE SECURED BY A SECOND PRIORITY LIEN ON SUCH COMMON
COLLATERAL, TO THE SAME EXTENT PROVIDED PURSUANT TO THE NOTEHOLDER COLLATERAL
DOCUMENTS.
(B)
THE TRUSTEE AND THE NOTEHOLDER COLLATERAL AGENT, FOR THEMSELVES
AND ON BEHALF OF THE NOTEHOLDERS, HEREBY IRREVOCABLY CONSTITUTE AND APPOINT THE
SENIOR CREDIT AGENT AND THE FIRST-LIEN ADMINISTRATIVE AGENT AND ANY OFFICER OR
AGENT OF THE SENIOR CREDIT AGENT OR THE FIRST-LIEN ADMINISTRATIVE AGENT, WITH
FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL
IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND STEAD OF THE TRUSTEE AND/OR THE
NOTEHOLDER COLLATERAL AGENT OR SUCH HOLDER OR IN THE SENIOR CREDIT AGENT'S OR
THE FIRST-LIEN ADMINISTRATIVE AGENT'S OWN NAME, FROM TIME TO TIME IN THE SENIOR
CREDIT AGENT'S AND FIRST-LIEN ADMINISTRATIVE AGENT'S DISCRETION, FOR THE PURPOSE
OF CARRYING OUT THE TERMS OF THIS SECTION 5.1, TO TAKE ANY AND ALL APPROPRIATE
ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS THAT MAY BE
NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS SECTION 5.1, INCLUDING
ANY TERMINATION STATEMENTS, ENDORSEMENTS OR OTHER INSTRUMENTS OF TRANSFER OR
RELEASE.
5.2
INSURANCE.
UNLESS AND UNTIL THE DISCHARGE OF SENIOR LENDER CLAIMS
HAS OCCURRED, THE FIRST-LIEN ADMINISTRATIVE AGENT, THE SENIOR CREDIT AGENT AND
THE SENIOR LENDERS SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT, SUBJECT TO THE
RIGHTS OF THE GRANTORS UNDER THE SENIOR LENDER DOCUMENTS, TO ADJUST SETTLEMENT
FOR ANY INSURANCE POLICY COVERING THE COMMON COLLATERAL IN THE EVENT OF ANY LOSS
THEREUNDER AND TO APPROVE ANY AWARD GRANTED IN ANY CONDEMNATION OR SIMILAR
PROCEEDING AFFECTING THE COMMON COLLATERAL.
UNLESS AND UNTIL THE DISCHARGE OF
SENIOR LENDER CLAIMS HAS OCCURRED, ALL PROCEEDS OF ANY SUCH POLICY AND ANY SUCH
AWARD IF IN RESPECT OF THE COMMON COLLATERAL SHALL BE PAID TO THE
FIRST-LIEN
ADMINISTRATIVE AGENT, THE SENIOR CREDIT AGENT OR THE MORTGAGE TAX COLLATERAL
AGENT FOR THE BENEFIT OF THE
14
SENIOR LENDERS TO THE EXTENT REQUIRED UNDER THE SENIOR LENDER DOCUMENTS IN
RESPECT OF THE SENIOR LENDER CLAIMS AND THEREAFTER TO THE TRUSTEE FOR THE
BENEFIT OF THE NOTEHOLDERS TO THE EXTENT REQUIRED UNDER THE APPLICABLE
NOTEHOLDER DOCUMENTS AND THEN TO THE OWNER OF THE SUBJECT PROPERTY OR AS A COURT
OF COMPETENT JURISDICTION MAY OTHERWISE DIRECT.
SUBJECT TO SECTION 5.4, IF THE
TRUSTEE, THE NOTEHOLDER COLLATERAL AGENT OR ANY NOTEHOLDER SHALL, AT ANY TIME,
RECEIVE ANY PROCEEDS OF ANY SUCH INSURANCE POLICY OR ANY SUCH AWARD IN
CONTRAVENTION OF THIS AGREEMENT, IT SHALL PAY SUCH PROCEEDS OVER TO THE
FIRST-LIEN ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE TERMS OF SECTION 4.2.
5.3