INTERCREDITOR AGREEMENT

Exhibit 10.1

INTERCREDITOR AGREEMENT

          This INTERCREDITOR AGREEMENT, dated as of December 3, 2008, and entered into by and among HOVNANIAN ENTERPRISES, INC., K. HOVNANIAN ENTERPRISES, each other Grantor (as defined below) from time to time party hereto, PNC Bank, National Association, as administrative agent (as of the date hereof includes the role of collateral agent) under the Senior Lender Documents (in such capacity(ies), together with any successor or assigns, the “ First-Lien Administrative Agent ” or “ Senior Credit Agent ”), Wilmington Trust Company, in its capacity as collateral agent under the Senior Noteholder Collateral Documents (as defined below) (together with its successor and assigns, the “ Senior Noteholder Collateral Agent ”), the Senior Trustee (as defined below), the Initial Junior Trustee (as defined below), Wilmington Trust Company, in its capacity as collateral agent for the Junior Mortgage Tax Collateral (as defined below) (together with its successors and assigns, the “ Mortgage Tax Collateral Agent ”), Wilmington Trust Company, in its capacity as collateral agent with respect to the Initial Junior Notes under the Junior Noteholder Collateral Documents (as defined below) (together with its successors and assigns, the “ Initial Junior Noteholder Collateral Agent ”) and each Additional Junior Trustee (as defined below) and Additional Junior Noteholder Collateral Agent (as defined below) from time to time party hereto.

RECITALS

          WHEREAS, the Company (as defined below), Hovnanian (as defined below), certain lenders, and PNC Bank, National Association, as administrative agent, are parties to that certain Credit Agreement (as defined below);

          WHEREAS, the Obligations (as defined below) of the Company under the Credit Joinder Agreement are or will be secured by various assets of the Company, Hovnanian and certain of their Subsidiaries and by various assets of certain Subsidiaries formed or acquired in the future;

          WHEREAS, the Company, Hovnanian and certain of their Subsidiaries and the Senior Trustee have entered into the Indenture dated as of May 27, 2008 (as amended, supplemented or otherwise modified from time to time, the “ Senior Indenture ”), pursuant to which the Senior Notes are governed and the Obligations under which are or will be secured by various assets of the Grantors;

          WHEREAS, the Company, Hovnanian and certain of their Subsidiaries and the Initial Junior Trustee have entered into the Indenture dated as of December 3, 2008 (as amended, supplemented or otherwise modified from time to time, the “ Initial Junior Indenture ”), pursuant to which $29,299,000 aggregate principal amount of Senior Third-Lien Secured Notes (the “ Initial Junior Notes ”) shall be (and any Additional Junior Notes may be) governed and the Obligations under which shall be secured by various assets of the Grantors;

          WHEREAS, the Company, Hovnanian and certain of their Subsidiaries and one or more Additional Junior Trustees may from time to time enter into one or more Indentures (each, as amended, supplemented or otherwise modified from time to time, an “ Additional Junior

Indenture ” and, together with the Initial Junior Indenture, the “ Junior Indentures ”), pursuant to which Additional Junior Notes (as defined below) shall be governed and the Obligations under which shall be secured by various assets of the Grantors; and

          WHEREAS, the parties hereto desire to order the priorities of their respective Liens (as defined below) on the assets of the Grantors and address other related matters set forth below.

          NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

           Section 1. (a) Definitions. As used in this Agreement, the definitions set forth above are incorporated herein and the following terms have the meanings specified below:

          “ Additional Junior Indenture ” has the meaning set forth in the recitals.

          “ Additional Junior Noteholder Collateral Agent(s) ” means one or more Collateral Agents (which may be the Initial Junior Noteholder Collateral Agent), and its permitted successors and assigns, appointed by the Company with respect to Additional Junior Notes and which has executed a Joinder Agreement substantially in the form of Exhibit A hereto.

          “ Additional Junior Notes ” means any and all Senior Third-Lien Secured Notes to be issued by the Company from time to time (other than the Initial Junior Notes) pursuant to the Initial Junior Indenture or one or more Additional Junior Indentures.

          “ Additional Junior Trustee(s) ” means one or more Trustees (which may be the Initial Junior Trustee) under any Additional Junior Indentures, and its permitted successors and assigns, appointed by the Company and which has executed a Joinder Agreement substantially in the form of Exhibit A hereto.

          “ Additional Mortgaged Collateral ” has the meaning set forth in the Credit Agreement.

          “ Agreement ” means this Intercreditor Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “ Bankruptcy Code ” means Title 11 of the United States Code.

          “ Bankruptcy Law ” means the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.

          “ Business Day ” means any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of the State of New York or on which banking institutions in the State of New York or the Commonwealth of Pennsylvania are required or authorized by law or other governmental action to close.

          “ Collateral Agency Agreement ” means the Amended and Restated Collateral Agency Agreement dated as of December 3, 2008 among Hovnanian, the Company, the First-Lien Administrative Agent, the Mortgage Tax Collateral Agent. the Senior Noteholder Collateral Agent and the Initial Junior Noteholder Collateral Agent.

          “ Common Collateral ” means all of the assets of any Grantor, whether real, personal or mixed, constituting Senior Lender Collateral, Senior Noteholder Collateral and Junior Noteholder Collateral.

          “ Company ” means K. Hovnanian Enterprises, Inc., a corporation organized and existing under the laws of the State of California and wholly-owned by Hovnanian.

          “ Comparable Junior Noteholder Collateral Document ” means, in relation to any Common Collateral subject to any Lien created under any Senior Collateral Document or any Senior Noteholder Collateral Document, that Junior Noteholder Collateral Document that creates a Lien on the same Common Collateral, granted by the same Grantor.

          “ Credit Agreement ” means that Seventh Amended and Restated Credit Agreement, dated as of March 7, 2008, and amended pursuant to Amendment No. 1 to Seventh Amended and Restated Credit Agreement, dated as of May 16, 2008, among Hovnanian, the Company, PNC Bank, National Association, as administrative agent, and a syndicate of lenders, as may be amended, restated, supplemented, renewed, modified, refunded, replaced, revised, restructured or refinanced in whole or in part from time to time, provided that the stated principal amount thereof shall not be increased beyond the limit set forth in the Indenture (as in effect on the date hereof) and if at any time a Discharge of Senior Lender Claims occurs with respect to the Credit Agreement, then, the term “Credit Agreement” shall mean the Future First-Lien Indebtedness designated by the Company.

          “ Deposit Account ” has the meaning set forth in the Uniform Commercial Code.

          “ Deposit Account Collateral ” means that part of the Common Collateral comprised of Deposit Accounts, Financial Assets and Investment Property.

          “ DIP Financing ” has the meaning set forth in Section 6.1.

          “ Discharge of Senior Claims ” means payment in full in cash of (a) all Obligations in respect of all outstanding First-Lien Indebtedness or, with respect to letters of credit outstanding thereunder, delivery of cash collateral in an amount equal to one hundred five Percent (105%) of the outstanding letters of credit, as applicable, and termination of all commitments to extend credit thereunder, (b) all Obligations in respect of all outstanding Senior Notes and (c) any other Senior Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, excluding, in any case, Unasserted Contingent Obligations.

          “ Discharge of Senior Lender Claims ” means indefeasible payment in full in cash of (a) all Obligations in respect of all outstanding First-Lien Indebtedness or, with respect to letters of credit outstanding thereunder, delivery of cash collateral in an amount equal to one hundred five Percent (105%) of the outstanding letters of credit, as applicable, and termination of

all commitments to extend credit thereunder and (b) any other Senior Lender Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, excluding, in any case, Unasserted Contingent Obligations.

          “ Financial Assets ” has the meaning set forth in the Uniform Commercial Code.

          “ First-Lien Administrative Agent ” has the meaning set forth in the recitals.

          “ First-Lien Indebtedness ” means Indebtedness incurred pursuant to the Credit Agreement, and all renewals, extensions, refundings, restructurings, replacements and refinancings thereof, in an aggregate principal amount not to exceed $300,000,000 plus up to an additional $25,000,000 of Indebtedness and other Obligations permitted pursuant to clause (i)(b)(ii) of the definition of Permitted Liens in the Initial Junior Indenture (and comparable clause under any Additional Junior Indenture) as of the date hereof, plus interest, advances reasonably necessary to preserve the value of the Common Collateral or to protect the Common Collateral, costs and fees, including legal fees, to the extent authorized under the Senior Collateral Documents or UCC § 9-607(d).

          “ Future First-Lien Indebtedness ” means any First-Lien Indebtedness other than Indebtedness that is incurred pursuant to the Credit Agreement that is designated by the Company as Future First-Lien Indebtedness and as a “Credit Facility” under the Junior Indentures and which is permitted to be secured by a first lien on the Common Collateral for purposes of the Junior Indentures or any other Junior Noteholder Document.

          “ Grantors ” means the Company, Hovnanian and each of its Subsidiaries that has or will have executed and delivered a Junior Noteholder Collateral Document, a Senior Noteholder Collateral Document or a Senior Collateral Document.

          “ Hedging Obligations ” means, with respect to any Person, all obligations and liabilities of such Person in respect of (a) interest rate or currency swap agreements, interest rate or currency cap agreements, interest rate or currency collar agreements or (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates and/or currency exchange rates.

          “ Hovnanian ” means Hovnanian Enterprises, Inc., a Delaware corporation.

          “ Indebtedness ” means and includes all obligations that constitute “Indebtedness” within the definition of “Indebtedness” set forth in the Credit Agreement.

          “ Initial Junior Indenture ” has the meaning set forth in the recitals.

          “ Initial Junior Noteholder Collateral Agent ” has the meaning set forth in the recitals.

          “ Initial Junior Notes ” has the meaning set forth in the recitals.

          “ Initial Junior Trustee ” means Wilmington Trust Company, in its capacity as trustee under the Initial Junior Indenture, and its permitted successors and assigns.

          “ Initial Mortgaged Collateral ” has the meaning set forth in the Credit Agreement.

          “ Insolvency or Liquidation Proceeding ” means (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor as a debtor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any material part of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

          “ Investment Property ” has the meaning set forth in the Uniform Commercial Code.

          “ Junior Indentures ” has the meaning set forth in the recitals hereto.

          “ Junior Mortgage Tax Collateral ” has the meaning set forth in Section 5.8(a).

          “ Junior Noteholder Claims ” means all Indebtedness incurred pursuant to the Junior Indentures and all Obligations with respect thereto.

          “ Junior Noteholder Collateral ” means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Junior Noteholder Claim.

          “ Junior Noteholder Collateral Agents ” means the Initial Junior Noteholder Collateral Agent and any Additional Junior Noteholder Collateral Agents.

          “ Junior Noteholder Collateral Documents ” means any agreement, document or instrument pursuant to which a Lien is granted by any Grantor to secure any Junior Noteholder Claims or under which rights or remedies with respect to any such Lien are governed as the same may be amended, restated or otherwise modified from time to time as permitted by this Agreement.

          “ Junior Noteholder Documents ” means collectively (a) the Junior Indentures, the Junior Notes, the Junior Noteholder Collateral Documents and (b) any other related document or instrument executed and delivered pursuant to any Junior Noteholder Document described in clause (a) of this definition evidencing or governing any Obligations thereunder as the same may be amended, restated or otherwise modified from time to time.

          “ Junior Noteholder Pledge Agreements ” means the Pledge Agreement, dated as of December 3, 2008, among the Company, certain other Grantors and the Initial Junior Trustee (the “Initial Junior Noteholder Pledge Agreement”) and any other Pledge Agreement among the Company, certain other Grantors and any Additional Junior Trustee, provided that the terms of such other Pledge Agreements are substantially similar to the terms of the Initial Junior Noteholder Pledge Agreement.

          “ Junior Noteholder Security Agreements ” means the Security Agreement, dated as of December 3, 2008, among the Company, the other Grantors and the Initial Junior Trustee (the “Initial Junior Noteholder Security Agreement”) and any other Security Agreement among the Company, the other Grantors and an Additional Junior Trustee. provided that the terms of such other Security Agreements are substantially similar to the terms of the Initial Junior Noteholder Security Agreement.

          “ Junior Noteholders ” means the Persons holding Junior Noteholder Claims, including the Junior Trustees.

          “ Junior Notes ” means the Initial Junior Notes (including any exchange notes issued in respect thereof) and the Additional Junior Notes (including any exchange notes issued in respect thereof).

          “ Junior Trustees ” means the Initial Junior Trustee and any Additional Junior Trustees.

          “ Lien ” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset.

          “ Mortgage Tax Collateral Agent ” has the meaning set forth in the recitals.

          “ Mortgage Tax States ” means the states of Florida, Maryland, Washington, D.C., Minnesota, Virginia, New York and Georgia, and any other state(s) identified to the Mortgage Tax Collateral Agent by the Company and the First-Lien Administrative Agent which requires a significant payment of mortgage recording taxes or other fees or taxes of a comparable nature and magnitude as that of any of the foregoing Mortgage Tax States.

          “ Obligations ” means, with respect to any Indebtedness, any and all obligations with respect to the payment of (a) any principal of or interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing such Indebtedness, (c) any obligation to post cash collateral in respect of letters of credit and any other obligations and/or (d) Hedging Obligations in connection with such Indebtedness.

          “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

          “ Pledged Collateral ” means (a) the Common Collateral in the possession or control of the Senior Credit Agent (or, after the Discharge of Senior Lender Claims, the Senior Noteholder Collateral Agent) (or its agents or bailees), to the extent that possession or control thereof is necessary to perfect a Lien thereon under the Uniform Commercial Code and (b) the “Pledged Collateral” under, and as defined in, the Junior Noteholder Pledge Agreements that is Common Collateral.

          “ Proceeds ” means the following property (a) whatever is acquired upon the sale, lease, license, exchange or other disposition of Common Collateral, whether such sale, lease, license or other disposition is made by or on behalf of a Grantor, the First-Lien Administrative Agent, the Senior Credit Agent, the Senior Noteholder Collateral Agent, the Senior Trustee, any Junior Noteholder Collateral Agent, any Junior Trustee, the Mortgage Tax Collateral Agent or any other person, (b) whatever is collected on, or distributed on account of, Common Collateral, (c) rights arising out of the loss, nonconformity, or interference with the use of, defects or infringements of rights in, or damage to, the Common Collateral, (d) rights arising out of the Common Collateral, or (e) to the extent of the value of the Common Collateral, and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the Common Collateral.

          “ Recovery ” has the meaning set forth in Section 6.5.

          “ Required Lenders ” means, with respect to any Senior Credit Agreement, those Senior Lenders the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of or consent or departure from the Senior Credit Agreement (or would be required to effect such consent under this Agreement if such consent were treated as an amendment of the Senior Credit Agreement).

          “ Security Documents ” means, collectively, the Junior Noteholder Collateral Documents, the Senior Noteholder Collateral Documents and the Senior Lender Collateral Documents.

          “ Senior Claims ” means, collectively, the Senior Lender Claims and the Senior Noteholder Claims.

          “ Senior Collateral Documents ” means any agreement, document or instrument pursuant to which a Lien is granted securing any Senior Lender Claims or under which rights or remedies with respect to such Liens are governed as the same may be amended, restated or otherwise modified from time to time.

          “ Senior Credit Agent ” has the meaning set forth in the recitals.

          “ Senior Credit Agreement ” means the Credit Agreement and any other agreement governing First-Lien Indebtedness.

          “ Senior Creditors ” means, collectively, the Senior Lenders and the Senior Noteholders.

          “ Senior Indebtedness ” means, collectively, (a) First-Lien Indebtedness and (b) Indebtedness incurred pursuant to the Senior Indenture and all renewals, extensions, refundings, restructurings, replacements and refinancings thereof.

          “ Senior Indenture ” has the meaning set forth in the recitals hereto.

          “ Senior Intercreditor Agreement ” means the Intercreditor Agreement, dated as of May 27, 2008, among the Hovnanian, the Company, each other Grantor party thereto, the First-

Lien Administrative Agent, the Senior Credit Agent, the Senior Noteholder Collateral Agent, the Senior Trustee and Wilmington Trust Company, as mortgage tax collateral agent.

          “ Senior Lender Claims ” means all First-Lien Indebtedness outstanding including any Future First-Lien Indebtedness, and all Obligations in respect thereto. Senior Lender Claims shall include all interest and expenses accrued or accruing (or that would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the relevant Senior Lender Document whether or not the claim for such interest or expenses is allowed as a claim in such Insolvency or Liquidation Proceeding.

          “ Senior Lender Collateral ” means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Senior Lender Claim.

          “ Senior Lender Documents ” means the Senior Credit Agreement, the Senior Collateral Documents, and each of the other agreements, documents and instruments (including each agreement, document or instrument providing for or evidencing a Senior Lender Hedging Obligation, providing for or evidencing any other Obligation under the Credit Agreement and any other related document or instrument executed or delivered pursuant to any Senior Lender Document at any time or otherwise evidencing any Indebtedness arising under any Senior Lender Document.

          “ Senior Lender Hedging Obligations ” means any Hedging Obligations secured by any Common Collateral under the Senior Collateral Documents.

          “ Senior Lenders ” means the Persons holding Senior Lender Claims, including the First-Lien Administrative Agent.

          “ Senior Mortgage Tax Collateral ” means the Mortgage Tax Collateral as defined in the Senior Intercreditor Agreement.

          “ Senior Noteholder Claims ” means all Indebtedness incurred pursuant to the Senior Indenture and all Obligations with respect thereto. Senior Noteholder Claims shall include all interest and expenses accrued or accruing (or that would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the relevant Senior Noteholder Document whether or not the claim for such interest or expenses is allowed as a claim in such Insolvency or Liquidation Proceeding.

          “ Senior Noteholder Collateral ” means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Senior Noteholder Claim.

          “ Senior Noteholder Collateral Agent ” has the meaning set forth in the recitals.

          “ Senior Noteholder Collateral Documents ” means any agreement, document or instrument pursuant to which a Lien is granted by any Grantor to secure any Senior Noteholder

Claims or under which rights or remedies with respect to any such Lien are governed as the same may be amended, restated or otherwise modified from time to time as permitted by this Agreement.

          “ Senior Noteholder Documents ” means collectively (a) the Senior Indenture, the Senior Notes, the Senior Noteholder Collateral Documents and (b) any other related document or instrument executed and delivered pursuant to any Senior Noteholder Document described in clause (a) of this definition evidencing or governing any Obligations thereunder as the same may be amended, restated or otherwise modified from time to time.

          “ Senior Noteholder Pledge Agreement ” means the Pledge Agreement, dated as of May 27, 2008, among the Company, certain other Grantors and the Senior Trustee.

          “ Senior Noteholder Security Agreement ” means the Security Agreement, dated as of May 27, 2008, among the Company, the other Grantors and the Senior Trustee.

          “ Senior Noteholders ” means the Persons holding Senior Noteholder Claims, including the Senior Trustee.

          “ Senior Notes ” means the $600 million principal amount of 11 and 1/2% Senior Second-Lien Secured Notes due 2013 issued by the Company pursuant to the Senior Indenture (including any exchange notes issued in respect thereof).

          “ Senior Trustee ” means Wilmington Trust Company, in its capacity as trustee under the Senior Indenture, and its permitted successors and assigns.

          “ Subsidiary ” means any “Subsidiary” of Hovnanian as defined in the Senior Credit Agreement.

          “ Unasserted Contingent Obligations ” means at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under letters of credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

          “ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

          (b) Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or

otherwise modified in accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

           Section 2. Lien Priorities.

          2.1 Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Junior Trustees, the Junior Noteholder Collateral Agents or the Junior Noteholders on the Common Collateral or of any Liens granted to First-Lien Administrative Agent, the Senior Credit Agent or the Senior Lenders or to the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders on the Common Collateral or to the Mortgage Tax Collateral Agent with respect to the Junior Mortgage Tax Collateral or the Senior Mortgage Tax Collateral and notwithstanding any provision of the UCC, or any applicable law or the Junior Noteholder Documents, the Senior Noteholder Documents or the Senior Lender Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the Senior Claims and/or the Junior Noteholder Claims, for example, the circumstance of non-perfection of the Lien purporting to secure the Senior Claims and perfection of the Lien purporting to secure the Junior Noteholder Claims), the Junior Trustees, the Mortgage Tax Collateral Agent (to the extent of the interest of the Junior Noteholders in the Common Collateral) and the Junior Noteholder Collateral Agents, on behalf of themselves and the Junior Noteholders, hereby agree that: (a) any Lien on the Common Collateral securing any Senior Claims now or hereafter held by or on behalf of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent (other than to the extent of the interest of the Junior Noteholders), any Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any of the Junior Noteholder Claims and (b) any Lien on the Common Collateral securing any Junior Noteholder Claims now or hereafter held by or on behalf of the Junior Trustees, the Mortgage Tax Collateral Agent (to the extent of the interest of the Junior Noteholders in the Common Collateral), the Junior Noteholder Collateral Agents, or any Junior Noteholders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Claims. All Liens on the Common Collateral securing any Senior Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Junior Noteholder Claims for all purposes, whether or not such Liens securing any Senior Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

          2.2 Prohibition on Contesting Liens. Each of the Junior Trustees, the Junior Noteholder Collateral Agents and the Mortgage Tax Collateral Agent for itself and on behalf of

each Junior Noteholder, each Senior Trustee, the Senior Noteholder Collateral Agent and the Mortgage Tax Collateral Agent for itself and on behalf of each Senior Noteholder and each of the First-Lien Administrative Agent, the Mortgage Tax Collateral Agent and the Senior Credit Agent, for itself and on behalf of each Senior Lender, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of (a) a Lien securing any Senior Claims held by or on behalf of any of the Senior Lenders or Senior Noteholders in the Common Collateral or (b) a Lien securing any Junior Noteholder Claims held by or on behalf of any of the Junior Noteholders in the Common Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Administrative Agent, the Mortgage Tax Collateral Agent, the Senior Credit Agent, any Senior Lender, the Senior Trustee, the Senior Noteholder Collateral Agent or any Senior Noteholder to enforce this Agreement, including the priority of the Liens securing the Senior Claims as provided in Section 2.1 and 3.1.

          2.3 No New Liens. So long as the Discharge of Senior Claims has not occurred, the parties hereto agree that, after the date hereof, if the Junior Trustees and/or the Junior Noteholder Collateral Agents shall hold any Lien on any assets of the Company or any other Grantor securing any Junior Noteholder Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents and the second-priority Lien in respect of the Senior Noteholder Claims under the Senior Noteholder Documents, the Junior Trustees and/or the Junior Noteholder Collateral Agents, upon demand by the First-Lien Administrative Agent, Senior Credit Agent, the Senior Trustee, the Senior Noteholder Collateral Agent or the Company, will assign such Lien to the Senior Credit Agent, the Mortgage Tax Collateral Agent and/or the Senior Noteholder Collateral Agent as security for the relevant Senior Claims (in which case the Junior Trustees may retain a junior lien on such assets subject to the terms hereof).

          2.4 Perfection of Liens. Except as provided in Section 5.5, 5.6 and 5.9, none of the First-Lien Administrative Agent, the Mortgage Tax Collateral Agent, the Senior Credit Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent nor the Senior Noteholders shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Junior Trustees, the Junior Noteholder Collateral Agents and/or the Junior Noteholders. The provisions of this Intercreditor Agreement are intended solely to govern the respective Lien priorities as between the respective Senior Creditors and the Junior Noteholders and shall not impose on the First-Lien Administrative Agent, the Senior Credit Agent, the Senior Lenders, the Mortgage Tax Collateral Agent, the Senior Trustee, the Senior Noteholder Collateral Agent, the Junior Trustees, the Junior Noteholder Collateral Agents, the Senior Noteholders or the Junior Noteholders any obligations in respect of the disposition of Proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

          2.5 Recording of Liens . Each of the Junior Trustees, the Junior Noteholder Collateral Agents, and the Junior Noteholders agree that until the prior Lien of the Senior Lenders and the Senior Noteholders on any Common Collateral has been recorded or otherwise perfected, each will take commercially reasonable efforts not to file or to otherwise perfect a

Lien against such Common Collateral. If, notwithstanding the preceding sentence, any Junior Trustee, any Junior Noteholder Collateral Agent and any Junior Noteholders have recorded or otherwise perfected a Lien prior to recording or other perfection of the Lien of the Senior Lenders and/or the Senior Noteholders on any Common Collateral, upon written request of the First-Lien Administrative Agent or the Senior Noteholder Collateral Agent, they and each of them will record a subordination of such Lien to the Lien of the Senior Lenders and/or the Senior Noteholder, as the case may be, in form and substance reasonably acceptable to the First-Lien Administrative Agent and/or the Senior Noteholder Collateral Agent, as applicable. The First-Lien Administrative Agent and the Senior Noteholder Collateral Agent will use commercially reasonable efforts to record or otherwise perfect its security interest in the Common Collateral as promptly as practicable.

           Section 3. Enforcement.

          3.1 Exercise of Remedies.

          (a) So long as the Discharge of Senior Claims has not occurred, even if an event of default has occurred and remains uncured under the Junior Noteholder Collateral Documents, and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Junior Trustees, the Junior Noteholder Collateral Agents, and the Mortgage Tax Collateral Agent, to the extent of any interest of the Junior Noteholders, and the Junior Noteholders will not exercise or seek to exercise any rights or remedies as a secured creditor (including set-off) with respect to any Common Collateral on account of any Junior Noteholder Claims, institute any action or proceeding with respect to the Common Collateral, or exercise any remedies against the Common Collateral (including any action of foreclosure), or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the First-Lien Administrative Agent, Senior Credit Agent, any Senior Lender, the Mortgage Tax Collateral Agent, the Senior Trustee, the Senior Noteholder Collateral Agent or any Senior Noteholder in respect of Senior Claims, any exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Junior Trustee, any Junior Noteholder Collateral Agent, the Mortgage Tax Collateral Agent or any Junior Noteholder is a party, or any other exercise by any such party, of any rights and remedies as a secured creditor relating to the Common Collateral under the Senior Lender Documents, the Senior Noteholder Documents or otherwise in respect of Senior Claims, or object to the forbearance by or on behalf of the Senior Lenders or the Senior Noteholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Claims; provided that notwithstanding anything to the contrary in this Section 3.1(a), the Mortgage Tax Collateral Agent shall not be restricted from exercising or seeking to exercise the rights and remedies of a secured creditor with respect to any Common Collateral in respect of Senior Claims, and (ii) the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the sale, release, disposition, or restrictions with respect to the Common Collateral as a secured creditor without any consultation with or the consent of any Junior Trustee, any Junior Noteholder Collateral Agent or any Junior Noteholder; provided that

(A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, any Junior Trustee or any Junior Noteholder may file a claim or statement of interest with respect to the Junior Noteholder Claims, (B) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Administrative Agent or any other Senior Lender in respect of the Common Collateral or under any Senior Noteholder Collateral Documents in favor of the Senior Noteholder Collateral Agent, the Mortgage Tax Collateral Agent or any Senior Noteholders in respect of the Common Collateral, any Junior Trustee or any Junior Noteholder may take any action not adverse to the Liens on the Common Collateral securing the Senior Claims in order to preserve, perfect or protect its respective rights in the Common Collateral, (C) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Administrative Agent, the Mortgage Tax Collateral Agent, the Senior Credit Agent, or any other Senior Lender in respect of the Common Collateral or under any Senior Noteholder Collateral Documents in favor of the Senior Noteholder Collateral Agent or any Senior Noteholders in respect of the Common Collateral, any Junior Trustee or any Junior Noteholder shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the Junior Noteholder Claims, including without limitation any claims secured by the Common Collateral, if any, in each case in accordance with the terms of this Agreement, or (D) any Junior Trustee or any Junior Noteholder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Common Collateral, the First-Lien Administrative Agent, the Senior Credit Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders may enforce the provisions of the Senior Lender Documents or the Senior Noteholder Documents, as applicable, and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders (or, if the Discharge of the Senior Lender Claims has occurred, to the Senior Noteholders or any nominee of the Senior Noteholders), to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Upon the Discharge of Senior Claims, the Junior Trustees, the Junior Noteholder Collateral Agents and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Noteholders, will not be required to release their claims on any Common Collateral that has not been sold or otherwise disposed of in connection with the Discharge of Senior Claims.

          (b) The Junior Trustees and the Junior Noteholder Collateral Agents and the Mortgage Tax Collateral Agent (with respect to the Mortgage Tax Collateral Agent solely to the extent of any interest of the Junior Noteholders in the Common Collateral) on behalf of themselves and the Junior Noteholders, agree that solely as to the Common Collateral, they and each of them will not, in connection with the exercise of any right or remedy with respect to the

Common Collateral, receive any Common Collateral or Proceeds of any Common Collateral in respect of Junior Noteholder Claims, or, upon or in any Insolvency or Liquidation Proceeding (except under any plan of reorganization approved by the Senior Creditors or as provided in section 6.6) with respect to any Grantor as debtor, take or receive any Common Collateral or any Proceeds of Common Collateral in respect of Junior Noteholder Claims, unless and until the Discharge of Senior Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) or Section 6.3, the sole right of the Junior Trustees, the Junior Noteholder Collateral Agents and the Junior Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Junior Noteholder Claims pursuant to the Junior Noteholder Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Claims has occurred. In addition to the foregoing, the Junior Noteholders hereby acknowledge that the Junior Indentures and the Junior Noteholder Documents permit the Company and the other Grantors to repay Senior Claims with Proceeds from the disposition of the Common Collateral prior to application to repay the Junior Noteholders Claims, and agree that to the extent the Senior Lender Documents or the Senior Noteholder Documents require repayment of the Senior Claims with Proceeds from such dispositions, the Company shall pay such Proceeds to the Senior Creditors as so required and each of the Junior Trustees, the Junior Noteholder Collateral Agents and the Junior Noteholders will not take or receive such Proceeds until after so applied.

          (c) Subject to the proviso in clause (ii) of Section 3.1(a), the Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of the Junior Noteholders, agree that the Junior Trustees, the Junior Noteholder Collateral Agents and the Junior Noteholders will not take any action that would hinder any exercise of remedies undertaken by the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders with respect to the Common Collateral under the Senior Lender Documents or the Senior Noteholder Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise and shall release any and all claims in respect of such Common Collateral (except for the right to receive the balance of Proceeds and to be secured by the Common Collateral after Discharge of Senior Claims as described in Section 4.1 and 5.1) so that it may be sold free and clear of the Liens of the Junior Noteholders, the Junior Noteholder Collateral Agents and of the Junior Trustees, on behalf of the Junior Noteholders, and the Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of any such Junior Noteholder, shall, within ten (10) Business Days of written request by the Senior Credit Agent or the Senior Noteholder Collateral Agent, execute and deliver to the Senior Credit Agent or the Senior Noteholder Collateral Agent, as applicable, such termination statements, releases and other documents as such agent may request to effectively confirm such release and the Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of the Junior Noteholders, hereby irrevocably constitute and appoint the First-Lien Administrative Agent or the Senior Credit Agent or the Senior Noteholder Collateral Agent or the Senior Trustee, as applicable, and any officer or agent of such Person, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Trustee, such Junior Noteholder Collateral Agent or such holder or in the First-Lien Administrative Agent or the Senior Credit Agent’s or the Senior Noteholder Collateral Agent’s or the Senior Trustee’s, as

applicable, own name, from time to time in the First-Lien Administrative Agent or the Senior Credit Agent’s or the Senior Noteholder Collateral Agent’s or the Senior Trustee’s discretion, for the purpose of carrying out the terms of this Section 3.1(c), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Section 3.1(c), including any termination statements, endorsements or other instruments of transfer or release. In exercising rights and remedies with respect to the Common Collateral, the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders may enforce the provisions of the Senior Lender Documents or the Senior Noteholder Documents, as applicable, and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders or the Senior Noteholders or any nominee of the Senior Noteholders, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured creditor under the Uniform Commercial Code or other laws of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. The Junior Trustees and the Junior Noteholder Collateral Agents for themselves and on behalf of the Junior Noteholders, hereby waive any and all rights they or the Junior Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders, seek to enforce or collect the Senior Claims or the Liens granted in any of the Common Collateral in respect of Senior Claims, regardless of whether any action or failure to act by or on behalf of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders is adverse to the interest of the Junior Noteholders. The Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of the Junior Noteholders, waive the right to commence any legal action or assert in any legal action or in any Insolvency or Liquidation Proceeding any claim against the Mortgage Tax Collateral Agent, the Senior Noteholders and/or Senior Lenders seeking damages from the Mortgage Tax Collateral Agent, Senior Noteholders or the Senior Lenders or other relief, by way of specific performance, injunction or otherwise, with respect to any action taken or omitted by the Mortgage Tax Collateral Agent, Senior Noteholders or the Senior Lenders as permitted by this Agreement.

          (d) The Junior Trustees and the Junior Noteholder Collateral Agents hereby acknowledge and agree that no covenant, agreement or restriction contained in any Junior Noteholder Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders with respect to the Common Collateral as set forth in this Agreement, the Senior Lender Documents and the Senior Noteholder Documents, to the extent consistent with this Agreement.

          3.2 Cooperation. Subject to the proviso in clause (ii) of Section 3.1(a), the Junior Trustees and the Junior Noteholder Collateral Agents, on behalf of themselves and the Junior Noteholders, agree that, unless and until the Discharge of Senior Claims has occurred, they will not commence, or join with any Person (other than the First-Lien Administrative Agent, the Senior Lenders, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders upon the written request thereof) in commencing any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral under any of the Junior Noteholder Documents or otherwise in respect of the Junior Noteholder Claims.

           Section 4. Payments.

          4.1 Application of Proceeds. So long as the Discharge of Senior Claims has not occurred, any Proceeds of any Common Collateral paid or payable to the First-Lien Administrative Agent, the Senior Credit Agent, the Senior Noteholder Collateral Agent or the Senior Trustee as provided in section 3.1(b) or pursuant to the enforcement of any Security Document or the exercise of any right or remedy with respect to the Common Collateral under the Senior Lender Documents or the Senior Noteholder Documents, together with all other Proceeds received by any Person (including all funds received in respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such remedial provision or as a result of any distribution of or in respect of any Common Collateral (or the Proceeds thereof whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding (except under any plan of reorganization approved by the Senior Creditors or as provided in Section 6.6) with respect to any Grantor as debtor, shall be applied by the First-Lien Administrative Agent, the Senior Credit Agent, the Senior Noteholder Collateral Agent or the Senior Trustee to the Senior Claims in such order as specified in the relevant Senior Lender Documents and/or Senior Noteholder Documents. Upon the Discharge of Senior Claims, the First-Lien Administrative Agent and/or the Senior Credit Agent and/or the Senior Trustee and/or the Senior Noteholder Collateral Agent and/or the Mortgage Tax Collateral Agent, as applicable, shall deliver to the Junior Trustees any Proceeds of Common Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Junior Trustees to the Junior Noteholder Claims in such order as specified in the Junior Noteholder Collateral Documents or, if not specified therein, ratably to each such Junior Trustee based on the respective amount of Junior Noteholder Claims owed under the Junior Noteholder Documents in which respect such Junior Trustee is acting.

          4.2 Payments Over. So long as the Discharge of Senior Claims has not occurred, any Common Collateral or Proceeds thereof received by any Junior Trustee, any Junior Noteholder Collateral Agent or any Junior Noteholder in connection with the exercise of any right or remedy (including set-off) relating to the Common Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Credit Agent for the benefit of the Senior Creditors (or, at any time after the Discharge of the Senior Lender Claims, to the Senior Trustee for the benefit of the Senior Noteholders) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. If any Lien on Common Collateral for Senior Indebtedness is void or voidable and the Lien on the same Common Collateral of any Junior Trustee, any Junior Noteholder

Collateral Agent or any Junior Noteholder is not void or voidable, the Proceeds of such Lien received by any Junior Trustee, any Junior Noteholder Collateral Agent or any Junior Noteholder shall be segregated and held in trust and forthwith paid over to the Senior Credit Agent for the benefit of the Senior Creditors (or, at any time after the Discharge of the Senior Lender Claims, to the Senior Trustee for the benefit of the Senior Noteholders) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Credit Agent and the Senior Trustee are hereby authorized to make any such endorsements as agent for any such Junior Trustee, any such Junior Noteholder Collateral Agent or any such Junior Noteholder. This authorization is coupled with an interest and is irrevocable.

           Section 5. Other Agreements.

          5.1 Releases.

          (a) At such times as the Senior Creditors have released their Liens on all, or any portion of, the Common Collateral, even if an event of default has occurred and remains uncured under the Junior Noteholder Collateral Documents, and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Liens granted to the Junior Trustees, the Mortgage Tax Collateral Agent or the Junior Noteholders on the Common Collateral (or, in the case of a release of Liens on only a portion of the Common Collateral, the portion of the Common Collateral on which the Liens of the Senior Creditors were released) shall be automatically, unconditionally and simultaneously released and the Junior Trustees, for themselves and on behalf of the Junior Noteholders, promptly shall execute and deliver to the First-Lien Administrative Agent, the Senior Trustee and the Company such termination statements, releases and other documents as the First-Lien Administrative Agent, the Senior Trustee and the Company may request to effectively confirm such release; provided that, (A) in the event that the Liens are released in connection with the Discharge of Senior Claims, the Liens granted to the Junior Trustees, the Mortgage Tax Collateral Agent or the Junior Noteholders on the Common Collateral will not be released, except to the extent that the Common Collateral, or any portion thereof, was disposed of in order to repay the Senior Claims, and thereafter, the Junior Trustees (acting at the written direction of the Junior 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 Claims (or any portion thereof) are thereafter secured by assets that would constitute Common Collateral, the Junior Noteholder Claims shall then be secured by a third priority Lien on such Common Collateral, to the same extent provided pursuant to the Junior Noteholder Collateral Documents.

          (b) The Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of the Junior Noteholders, hereby irrevocably constitute and appoint the Senior Credit Agent, the First-Lien Administrative Agent, the Senior Noteholder Collateral Agent and the Senior Trustee and any officer or agent of the Senior Credit Agent, the First-Lien Administrative Agent, the Senior Noteholder Collateral Agent or the Senior Trustee, 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 Junior Trustees and/or the Junior Noteholder Collateral Agents or such holder or in the Senior Credit Agent’s, the First-Lien Administrative Agent’s, the Senior Noteholder Collateral Agent’s or the Senior Trustee’s own name, from time to time in the

Senior Credit Agent’s, First-Lien Administrative Agent’s, the Senior Noteholder Collateral Agent’s and the Senior Trustee’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 Claims has occurred, the First-Lien Administrative Agent, the Senior Credit Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Lender Documents and the Senior Noteholder 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 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, the Mortgage Tax Collateral Agent, the Senior Trustee or the Senior Noteholder Collateral Agent for the benefit of the Senior Lenders or the Senior Noteholders, as applicable, to the extent required under the Senior Lender Documents and the Senior Noteholder Documents in respect of the Senior Claims and thereafter to the Junior Trustees for the benefit of the Junior Noteholders to the extent required under the applicable Junior 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 any Junior Trustee, any Junior Noteholder Collateral Agent or any Junior 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 or the Senior Trustee in accordance with the terms of Section 4.2.

          5.3 Designation of Subordination; Amendments to Junior Noteholder Collateral Documents.

          (a) The Junior Trustees and the Junior Noteholder Collateral Agents agree that each Junior Noteholder Collateral Document shall include the following language (or language to simila