FOR THE PURPOSE OF CARRYING OUT THE TERMS OF SUCH SECTIONS.
EACH SECOND
LIEN CREDITOR HEREBY RATIFIES ALL THAT SAID ATTORNEYS SHALL LAWFULLY DO OR CAUSE
TO BE DONE PURSUANT TO THE POWER OF ATTORNEY GRANTED IN THIS SECTION 3.7.
NO
PERSON TO WHOM THIS POWER OF ATTORNEY IS PRESENTED, AS AUTHORITY FOR FIRST LIEN
AGENT TO TAKE ANY ACTION OR ACTIONS CONTEMPLATED HEREBY, SHALL BE REQUIRED TO
INQUIRE INTO OR SEEK CONFIRMATION FROM ANY SECOND LIEN CREDITOR AS TO THE
AUTHORITY OF FIRST LIEN AGENT TO TAKE ANY ACTION DESCRIBED HEREIN, OR AS TO THE
EXISTENCE OF OR FULFILLMENT OF ANY CONDITION TO THIS POWER OF ATTORNEY, WHICH IS
INTENDED TO GRANT TO FIRST LIEN AGENT UNCONDITIONALLY THE AUTHORITY TO TAKE AND
PERFORM THE ACTIONS CONTEMPLATED HEREIN.
EACH SECOND LIEN CREDITOR IRREVOCABLY
WAIVES ANY RIGHT TO COMMENCE ANY SUIT OR ACTION, IN LAW OR EQUITY, AGAINST ANY
PERSON WHICH ACTS IN RELIANCE UPON OR ACKNOWLEDGES THE AUTHORITY GRANTED UNDER
THIS POWER OF ATTORNEY.
3.8
WAIVER.
EACH SECURED CREDITOR WAIVES ANY AND ALL NOTICE OF THE
CREATION, RENEWAL, EXTENSION OR ACCRUAL OF ANY OF THE OBLIGATIONS UNDER THE
FIRST LIEN LOAN DOCUMENTS OR THE SECOND LIEN LOAN DOCUMENTS AND NOTICE OF OR
PROOF OF RELIANCE BY THE FIRST LIEN CREDITORS OR THE SECOND LIEN CREDITORS UPON
THIS AGREEMENT AND PROTEST, DEMAND FOR PAYMENT OR NOTICE EXCEPT TO THE EXTENT
OTHERWISE SPECIFIED HEREIN.
EACH SECURED CREDITOR ACKNOWLEDGES AND AGREES THAT
THE OTHER SECURED CREDITORS HAVE RELIED UPON THE LIEN PRIORITY AND OTHER
PROVISIONS HEREOF IN ENTERING INTO THE DOCUMENTS AND IN MAKING FUNDS AVAILABLE
TO THE BORROWERS THEREUNDER.
3.9
NOTICE OF INTEREST IN COLLATERAL.
THIS AGREEMENT IS INTENDED, IN
PART, TO CONSTITUTE AN AUTHENTICATED NOTIFICATION OF A CLAIM BY EACH SECURED
CREDITOR TO THE OTHER SECURED CREDITORS OF AN INTEREST IN THE COLLATERAL IN
ACCORDANCE WITH THE PROVISIONS OF SECTIONS 9-611 AND 9-621 OF THE UNIFORM
COMMERCIAL CODE.
Section 4.
Enforcement of Security.
4.1
MANAGEMENT OF COLLATERAL.
SUBJECT TO THE OTHER TERMS AND
CONDITIONS OF THIS AGREEMENT, THE FIRST LIEN CREDITORS SHALL HAVE THE EXCLUSIVE
RIGHT TO MANAGE, PERFORM AND ENFORCE THE TERMS OF THE DOCUMENTS WITH RESPECT TO
THE COLLATERAL, TO EXERCISE AND ENFORCE ALL PRIVILEGES AND RIGHTS THEREUNDER
ACCORDING TO THEIR DISCRETION AND THE EXERCISE OF THEIR SOLE BUSINESS JUDGMENT,
INCLUDING THE EXCLUSIVE RIGHT TO TAKE OR RETAKE CONTROL OR POSSESSION OF THE
COLLATERAL AND TO HOLD, PREPARE FOR SALE, PROCESS, SELL, LEASE, DISPOSE OF, OR
LIQUIDATE THE COLLATERAL AND TO INCUR EXPENSES IN CONNECTION WITH SUCH SALE OR
DISPOSITION AND TO EXERCISE ALL THE RIGHTS AND REMEDIES OF A SECURED LENDER
UNDER THE UNIFORM COMMERCIAL CODE OF ANY APPLICABLE JURISDICTION.
IN CONDUCTING
ANY PUBLIC OR PRIVATE SALE UNDER THE UNIFORM COMMERCIAL CODE, THE FIRST LIEN
AGENT SHALL GIVE THE SECOND LIEN AGENT SUCH NOTICE OF SUCH SALE AS MAY BE
REQUIRED BY THE APPLICABLE UNIFORM COMMERCIAL CODE; PROVIDED, HOWEVER, THAT 10
DAYS' NOTICE SHALL BE DEEMED TO BE COMMERCIALLY REASONABLE NOTICE.
EXCEPT AS
SPECIFICALLY PROVIDED IN THIS SECTION