AS ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND
STEAD OF THE SENIOR SECURED NOTES TRUSTEE OR SUCH HOLDER OR IN THE TERM AND NOTE
COLLATERAL AGENT'S OWN NAME, FROM TIME TO TIME IN THE TERM AND NOTE COLLATERAL
AGENT'S DISCRETION, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF THIS SECTION 3,
TO TAKE ANY AND ALL APPROPRIATE ACTION AND TO EXECUTE AND RECORD ANY AND ALL
DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE
PURPOSES OF THIS SECTION 3, INCLUDING, WITHOUT LIMITATION, ANY FINANCING
STATEMENTS, ENDORSEMENTS OR OTHER INSTRUMENTS OF TRANSFER OR RELEASE.
IN
CONNECTION THEREWITH, THE TERM AND NOTE COLLATERAL AGENT ACKNOWLEDGES ITS
APPOINTMENT UNDER SECTION 11.03 OF THE SENIOR SECURED NOTES INDENTURE AS "SECOND
PRIORITY COLLATERAL AGENT" FOR THE BENEFIT OF THE SENIOR SECURED NOTES TRUSTEE
AND THE HOLDERS OF THE SENIOR SECURED NOTES, SUBJECT TO ALL TERMS AND CONDITIONS
SET FORTH IN THE INDENTURE.
(C)
IN CONNECTION WITH ANY REFINANCING, REFUNDING, REPLACEMENT,
AMENDMENT, EXTENSION, RENEWAL, RESTATEMENT, SUPPLEMENT OR OTHER MODIFICATION OF
ALL OR ANY PORTION OF THE REVOLVER SECURED OBLIGATIONS OR THE TERM AND NOTE
SECURED OBLIGATIONS PRIOR TO THE OCCURRENCE OF A BANKRUPTCY EVENT, THE SENIOR
SECURED NOTES TRUSTEE, ON BEHALF OF EACH SENIOR SECURED NOTEHOLDER, DOES HEREBY
(I) CONFIRM (AND, UPON REQUEST, AGREES TO RECONFIRM AT ANY TIME) THE CONTINUED
APPLICABILITY OF THE PROVISIONS HEREOF AND (II) CONSENT TO ANY SUCCESSOR,
REPLACEMENT OR ASSIGNEE OF ANY REVOLVER AGENT, TERM AND NOTE AGENT OR MORTGAGEE
BECOMING PARTY TO THIS AGREEMENT AND/OR ANY SECURITY AGREEMENT OR LOAN DOCUMENT
(INCLUDING BY EXECUTION OF AN
12
ASSIGNMENT OR JOINDER AGREEMENT OR OTHER EQUIVALENT INSTRUMENT) WITHOUT ANY
ADDITIONAL CONSENT OR APPROVAL OF THE SENIOR SECURED NOTES TRUSTEE; PROVIDED,
HOWEVER, THAT, NOTWITHSTANDING THE FOREGOING, THE SENIOR SECURED NOTES TRUSTEE
SHALL, IF REQUESTED BY THE BORROWER, ANY REVOLVER AGENT, TERM AND NOTE AGENT OR
THE MORTGAGEE (OR ANY SUCCESSOR, REPLACEMENT OR ASSIGNEE THEREOF), OR ANY
EXISTING OR NEW HOLDER OF REVOLVER SECURED OBLIGATIONS OR TERM AND NOTE SECURED
OBLIGATIONS, UPON RECEIPT OF THE DOCUMENTS REQUIRED BY SECTION 9.06 OF THE
SENIOR SECURED NOTES INDENTURE, EXECUTE AN INTERCREDITOR AGREEMENT, OR AN
AMENDMENT TO OR RESTATEMENT OF THIS AGREEMENT SUBSTANTIALLY SIMILAR TO THIS
AGREEMENT (INCORPORATING SUCH AMENDMENTS, MODIFICATIONS, WAIVERS OR VARIANCES
WHICH DO NOT MATERIALLY ADVERSELY AFFECT THE RIGHTS AND BENEFITS OF THE HOLDERS
OF THE SENIOR SECURED NOTES IN A DIFFERENT MANNER THAN THE OTHER TERM AND NOTE
SECURED CREDITORS).
SECTION 4.
RELEASE OF LIENS.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 4(B), EACH OF THE REVOLVER
COLLATERAL AGENT, THE TERM AND NOTE COLLATERAL AGENT AND THE MORTGAGEE MAY, AT
ANY TIME OR FROM TIME TO TIME, ACTING IN ACCORDANCE WITH THE REVOLVER SECURITY
AGREEMENT, THE TERM AND NOTE SECURITY AGREEMENT OR, IN THE CASE OF ANY MORTGAGE,
THE TERMS OF THE CREDIT AGREEMENTS, AS THE CASE MAY BE, RELEASE ANY LIENS HELD
BY SUCH COLLATERAL AGENT AGAINST ALL OR ANY PORTION OF THE COLLATERAL.
(B)
IF (I) THE