SECURED PARTIES CONTINUE TO APPLY TO THE PROCEEDS OF
SUCH DISPOSITION, THE JUNIOR LIENS OF SUCH CLASS CONTINUE TO APPLY TO SUCH
PROCEEDS, SUBJECT TO THE RELATIVE PRIORITIES SET FORTH IN ARTICLE II.
THE
JUNIOR AGENT WITH RESPECT TO SUCH CLASS OF OBLIGATIONS, FOR ITSELF OR ON BEHALF
OF ITS RELATED SECURED PARTIES, PROMPTLY SHALL EXECUTE AND DELIVER TO THE
CONTROLLING AGENT OR THE APPLICABLE GRANTOR SUCH TERMINATION STATEMENTS,
RELEASES AND OTHER DOCUMENTS AS THE CONTROLLING AGENT OR SUCH GRANTOR MAY
REQUEST TO CONFIRM SUCH RELEASE.
(C)
UNTIL THE DISCHARGE OF PRIOR OBLIGATIONS HAS OCCURRED, EACH JUNIOR AGENT,
FOR ITSELF AND ON BEHALF OF ITS RELATED SECURED PARTIES, HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE CONTROLLING AGENT AND ANY OFFICER OR AGENT OF THE
CONTROLLING AGENT, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT WITH FULL POWER AND AUTHORITY IN THE NAME, PLACE AND STEAD OF
SUCH JUNIOR AGENT OR ITS RELATED SECURED PARTIES OR IN THE CONTROLLING AGENT'S
OWN NAME, FROM TIME TO TIME IN THE CONTROLLING AGENT'S DISCRETION, FOR THE
PURPOSE OF CARRYING OUT THE TERMS OF THIS SECTION, TO TAKE ANY AND ALL ACTION
AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY OR
APPROPRIATE TO ACCOMPLISH THE PURPOSES OF THIS SECTION WITH RESPECT TO COMMON
COLLATERAL SUBJECT TO ITS PRIOR LIEN, INCLUDING ANY ENDORSEMENTS OR OTHER
INSTRUMENTS OF TRANSFER OR RELEASE.
(D)
UNTIL THE DISCHARGE OF PRIOR OBLIGATIONS HAS OCCURRED, TO THE EXTENT THAT
ANY PRIOR AGENT OR PRIOR SECURED PARTIES RELEASE ANY PRIOR LIEN ON COMMON
COLLATERAL AND ANY SUCH LIEN IS LATER REINSTATED, THEN EACH JUNIOR AGENT WITH
RESPECT TO SUCH COMMON COLLATERAL, FOR ITSELF AND ON BEHALF OF ITS RELATED
SECURED PARTIES, SHALL HAVE, AND HEREBY IS HEREBY GRANTED, A LIEN ON SUCH COMMON
COLLATERAL, SUBJECT TO THE LIEN SUBORDINATION PROVISIONS OF THIS AGREEMENT.
SECTION 5.02.
INSURANCE.
UNTIL THE DISCHARGE OF PRIOR OBLIGATIONS HAS
OCCURRED, SUBJECT TO THE TERMS OF, AND THE RIGHTS OF THE GRANTORS UNDER, THE
APPLICABLE PRIOR CREDIT DOCUMENTS, THE CONTROLLING AGENT AND CONTROLLING SECURED
PARTIES SHALL HAVE THE RIGHT TO ADJUST SETTLEMENTS FOR ANY INSURANCE POLICY
COVERING ANY COMMON COLLATERAL
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subject to their Prior Liens in the event of any loss thereunder and to approve
any award granted in any condemnation or similar proceeding (or any deed in lieu
of condemnation) affecting such Common Collateral.
Until the Discharge of Prior
Obligations has occurred, subject to the terms of, and the rights of the
Grantors under, the Prior Credit Documents, all proceeds of any such policy and
any such award (or any payments with respect to a deed in lieu of condemnation)
if in respect to (a) Non-ABL Collateral, shall be paid to (i) the Term Loan
Credit Agent for the benefit of the Term Loan Credit Secured Parties,
(ii) following the Discharge of the Term Loan Credit Obligations, the Designated
Permitted Notes Agent for the benefit of the Permitted Notes Secured Parties,
(iii) following the Discharge of the Term Loan Credit