hypothecation, collateral assignment, security interest, encumbrance,
charge, deposit arrangement or other similar encumbrance, (xv) exercise or
refrain from exercising any rights or remedies against and release from
obligations of any type (other than the Senior Secured Notes Obligations),
Borrower or any of its subsidiaries or any other Person, (xvi) replace the
Administrative Agent, Bank and Note Collateral Agent, Mortgagee or any Lender,
whether or not in connection with a Refinancing and (xvii) otherwise manage and
supervise the Bank Obligations in accordance with such person's usual practices,
modified from time to time as such person deems appropriate under the
circumstances.
(B)
THE SENIOR SECURED NOTES TRUSTEE, FOR ITSELF AND ON BEHALF OF THE
SENIOR SECURED NOTEHOLDERS, HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE BANK
AND NOTE COLLATERAL AGENT AND ANY OFFICER OR AGENT OF THE BANK AND NOTE
COLLATERAL AGENT, 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 SENIOR SECURED NOTES TRUSTEE OR SUCH HOLDER OR IN THE BANK AND NOTE
COLLATERAL AGENT'S OWN NAME, FROM TIME TO TIME IN THE BANK 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 BANK 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 SENIOR SECURED NOTES INDENTURE.
(C)
IN CONNECTION WITH ANY REFINANCING, REFUNDING, REPLACEMENT,
AMENDMENT, EXTENSION, RENEWAL, RESTATEMENT, SUPPLEMENT OR OTHER MODIFICATION OF
ALL OR ANY PORTION OF THE 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 WRITTEN REQUEST,
8
AGREES TO RECONFIRM AT ANY TIME) THE CONTINUED APPLICABILITY OF THE PROVISIONS
HEREOF AND (II) CONSENT TO ANY SUCCESSOR, REPLACEMENT OR ASSIGNEE OF THE
ADMINISTRATIVE AGENT OR MORTGAGEE BECOMING PARTY TO THIS AGREEMENT AND/OR THE
SECURITY AGREEMENT OR ANY LOAN DOCUMENT (INCLUDING BY EXECUTION OF AN 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, IN WRITING, BY THE BORROWER, THE ADMINISTRATIVE AGENT, OR THE
MORTGAGEE (OR ANY SUCCESSOR, REPLACEMENT OR ASSIGNEE THEREOF), OR ANY EXISTING
OR NEW HOLDER OF 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