AND TO APPLY OR CAUSE TO BE APPLIED THE PROCEEDS
THEREOF TO THE PAYMENT OF THE OBLIGATIONS IN THE MANNER SPECIFIED IN
SECTION 5.02.
SECTION 6.02.
PROCEEDS OF DESTRUCTION, TAKING AND EXCLUDED ASSET
SALE. (A)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, AND TO THE EXTENT THE APPLICABLE GRANTOR IS PERMITTED BY
SECTION 2.05(C)(III) OR (IV) OF THE CREDIT AGREEMENT TO APPLY ANY NET PROCEEDS
AS CONTEMPLATED THEREIN, IN THE EVENT THERE SHALL BE ANY NET PROCEEDS IN RESPECT
OF ANY TAKING OR ANY DESTRUCTION OR FROM ANY ASSET SALE, THE APPLICABLE GRANTOR
SHALL HAVE THE RIGHT, AT SUCH GRANTOR'S OPTION, TO APPLY SUCH NET PROCEEDS
WITHIN THE TIME PERIODS PROVIDED IN SECTION 2.05(C)(III) OR (IV) OF THE CREDIT
AGREEMENT FOR PURPOSES PERMITTED THEREBY AND THE COLLATERAL AGENT SHALL RELEASE
SUCH NET PROCEEDS TO SUCH GRANTOR IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 6.01(B) HEREOF.
(B)
NOTWITHSTANDING SECTION 6.02(A), THE
COLLATERAL AGENT SHALL NOT RELEASE ANY AMOUNTS IN THE COLLATERAL ACCOUNT
CONSTITUTING NET PROCEEDS OF A TAKING OR DESTRUCTION OR FROM AN ASSET SALE,
UNTIL THE APPLICABLE GRANTOR HAS FURNISHED TO THE COLLATERAL AGENT AN OFFICERS'
CERTIFICATE, AT LEAST FIVE (5) DAYS' PRIOR TO THE PROPOSED DATE OF RELEASE,
SETTING FORTH:
(1) A BRIEF DESCRIPTION OF THE APPLICATION TO BE MADE (INCLUDING
THE DOLLAR AMOUNT THEREOF), (2) TO THE EXTENT THE APPLICATION IS A REINVESTMENT
IN PROPERTIES OR
20
ASSETS, SUCH REINVESTMENT PROPERTIES OR ASSETS WILL BE COLLATERAL TO THE EXTENT
REQUIRED BY THE CREDIT AGREEMENT AND ALL SECURITY AGREEMENTS AND MORTGAGES AND
OTHER ITEMS REQUIRED TO SUBJECT SUCH REINVESTMENT PROPERTIES OR ASSETS TO THE
LIEN OF THIS AGREEMENT IN FAVOR OF THE COLLATERAL AGENT, FOR ITS BENEFIT AND FOR
THE BENEFIT OF THE OTHER SECURED PARTIES, SHALL BE ACCOMPLISHED AT THE TIMES
REQUIRED HEREBY AND BY SECTION 5.11 OF THE CREDIT AGREEMENT AND (3)
THE
REINVESTMENT OTHERWISE COMPLIES WITH THE TERMS OF THE CREDIT AGREEMENT.
ARTICLE VII
THE COLLATERAL AGENT
SECTION 7.01.
GENERAL AUTHORITY OF THE COLLATERAL AGENT OVER THE
COLLATERAL. (A)
SUBJECT TO THE PROVISIONS HEREIN, EACH GRANTOR HEREBY APPOINTS
THE COLLATERAL AGENT AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT FOR THE PURPOSE,
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, OF TAKING ANY ACTION AND
EXECUTING ANY AND ALL DOCUMENTS AND INSTRUMENTS THAT THE COLLATERAL AGENT
MAY DEEM NECESSARY TO CARRY OUT THE TERMS OF THIS AGREEMENT AND ACCOMPLISH THE
PURPOSES HEREOF AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH
GRANTOR HEREBY ACKNOWLEDGES THAT THE COLLATERAL AGENT SHALL HAVE ALL POWERS AND
REMEDIES SET FORTH IN THE SECURITY DOCUMENTS. THE FOREGOING GRANT OF AUTHORITY
IS A POWER OF ATTORNEY COUPLED WITH AN INTEREST AND SUCH APPOINTMENT SHALL BE
IRREVOCABLE FOR THE TERM HEREOF.
(B)
BY ACCEPTANCE OF THE BENEFITS OF THIS
AGREEMENT AND THE SECURITY DOCUMENTS:
EACH SECURED PARTY SHALL BE DEEMED
IRREVOCABLY (1) TO CONSENT TO THE APPOINTMENT OF THE COLLATERAL AGENT AS ITS
AGENT HEREUNDER AND UNDER THE SECURITY DOCUMENTS, (2) TO CONFIRM THAT THE
COLLATERAL