Common use of Shared Collateral Clause in Contracts

Shared Collateral. With respect to the Shared Collateral: 4.5.1 any Shared Collateral Proceeds received by the Disbursement Agent, the Intercreditor Agent or the Securities Intermediary shall be retained by the Disbursement Agent, the Intercreditor Agent or the Securities Intermediary and (i) shall be deposited into the Company's Funds Account pursuant to Section 5.1.1 of the Disbursement Agreement (except as otherwise specifically required by the terms of any Account Agreement), or (ii), if received after the date of Final Completion, shall be retained in an account maintained by the Intercreditor Agent for the benefit of the Bank Lenders and the Mortgage Note Holders; provided, however, that any unused insurance proceeds available for application to the Secured Obligations pursuant to Section 5.20 of the Disbursement Agreement (if received prior to the Mall Release Date, such sums shall be allocated between the Mall and the Hotel/Casino in accordance with Section 4.8) shall be applied to repayment of the Obligations of the Secured Lenders in the order of priority of their respective liens on the Hotel/Casino Collateral in accordance with Section 2.1 (and, with respect to such amounts allocated to the Mall prior to the Mall Release Date, in the order of priority of their respective liens on the Mall Collateral in accordance with Section 2.1). 4.5.2 if a Secured Credit Party is entitled to Exercise Remedies against such Shared Collateral in accordance with the applicable provisions of Section 4.6.1 or Section 4.6.2 below, such Exercise of Remedies shall be in accordance with Section 4.7.1 and Section 4.7.1 and the Shared Collateral shall be allocated between the Mall and the Hotel/Casino in accordance with Section 4.8 below; and 4.5.3 prior to the Mall Release Date, notwithstanding the commencement of the Exercise of Remedies against the Shared Collateral, in the event that all Disbursement Agreement Defaults are cured (or are waived, as provided for in Section 4.4 of this Agreement), and the Disbursement Agent delivers an Advance Confirmation Notice to the Secured Credit Parties, then all Shared Collateral Proceeds (except to the extent such Shared Collateral Proceeds have been realized upon in accordance with Section 4.7.1) shall be used to pay Project Costs.

Shared Collateral. With respect to the Shared Collateral: 4.5.1 any , (a) the respective priorities of the liens and security interests securing the Obligations to the Secured Lenders shall be as provided for in Section 2.1 above, and (b) the respective rights of the Secured Credit Parties shall be as provided for in the Disbursement Agreement, the Borrower Security Agreement, the Shared Account Agreements and this Agreement, including the provisions for certain allocation of Shared Collateral Proceeds received by the Disbursement Agent, the Intercreditor Agent or the Securities Intermediary shall be retained by the Disbursement Agent, the Intercreditor Agent or the Securities Intermediary and (i) shall be deposited into the Company's Funds Account pursuant to Section 5.1.1 of 4.8 hereof. With respect to the Disbursement Agreement (except as otherwise specifically required by the terms of any Account Agreement), or (ii)Shared Collateral, if received after the date of Final Completion, shall be retained in an account maintained by the Intercreditor Agent for the benefit of the Bank Lenders and the Mortgage Note Holders; provided, however, that any unused insurance proceeds available for application to the Secured Obligations pursuant Credit Parties are entitled to Section 5.20 of the Disbursement Agreement (if received prior to the Mall Release Date, such sums shall be allocated between the Mall and the Hotel/Casino in accordance with Section 4.8) shall be applied to repayment of the Obligations of the Secured Lenders in the order of priority of their respective liens on the Hotel/Casino Collateral in accordance with Section 2.1 (and, Exercise Remedies with respect to such amounts allocated to the Mall thereto prior to the Mall Release Date, in the order of priority of their respective liens on the Mall Collateral in accordance with Section 2.1). 4.5.2 if a Secured Credit Party is entitled to Exercise Remedies against such Shared Collateral in accordance with the applicable provisions of Section Sections 4.6.1 or Section 4.6.2 below, such Exercise of Remedies shall be in accordance with Section 4.7.1 and Section 4.7.1 and the of this Agreement, then any Shared Collateral Proceeds shall be allocated between the Hotel/Casino and the Mall pursuant to Section 4.8, and upon such allocation, (i) such Shared Collateral allocated to the Mall shall be deemed to become Mall Collateral, with the lien priorities in such Mall Collateral as provided for in Section 2.1 above (i.e., with first lien priority to secure the Interim Mall Secured Obligations, second lien priority to secure the Bank Secured Obligations, and third lien priority to secure the Mortgage Notes Secured Obligations), and (ii) such Shared Collateral so allocated to the Hotel/Casino shall be deemed to become Hotel/Casino Collateral, with the lien priorities in accordance such Hotel/Casino Collateral provided for in Section 2.1 (i.e., with first lien priority to secure the Bank Secured Obligations and second lien priority to secure the Mortgage Notes Secured Obligations). Upon the Mall Release Date, except to the extent of any then pending allocation of Shared Collateral Proceeds pursuant to Section 4.8 below; and 4.5.3 by reason of a right of Interim Mall Lender to Exercise Remedies against any Shared Collateral prior to the Mall Release Date, notwithstanding all Shared Collateral shall be and become Hotel/Casino Collateral for all purposes of this Agreement, with the commencement of the Exercise of Remedies against the Shared Collateral, lien priorities in the event that all Disbursement Agreement Defaults are cured (or are waived, as such Hotel/Casino Collateral provided for in Section 4.4 of this Agreement2.1 (i.e., with first lien priority to secure the Bank Secured Obligations and second lien priority to secure the Mortgage Notes Secured Obligations), and the Disbursement Agent delivers an Advance Confirmation Notice to the Secured Credit Parties, then all Shared Collateral Proceeds (except to the extent such Shared Collateral Proceeds have been realized upon in accordance with Section 4.7.1) shall be used to pay Project Costs.