PROPOSED TERMS OF THE SALE AND THE TYPE AND AMOUNT OF CONSIDERATION EXPECTED TO
BE RECEIVED IN CONNECTION THEREWITH), RELEASE OR OTHERWISE TERMINATE ITS LIENS
ON SUCH COLLATERAL, TO THE EXTENT SUCH COLLATERAL IS TO BE SOLD OR OTHERWISE
DISPOSED OF EITHER BY (A) THE FIRST LIEN AGENT OR ITS AGENTS OR REPRESENTATIVES,
OR (B) ANY OBLIGOR WITH THE CONSENT OF THE FIRST LIEN CREDITORS; (II) BE DEEMED
TO HAVE CONSENTED UNDER THE SECOND LIEN LOAN DOCUMENTS TO SUCH SALE OR OTHER
DISPOSITION FREE AND CLEAR OF SUCH SECOND LIEN CREDITOR'S SECURITY INTEREST, IT
BEING UNDERSTOOD THAT SUCH SECOND LIEN CREDITOR STILL, BUT SUBJECT TO THIS
AGREEMENT, HAS RIGHTS WITH RESPECT TO THE PROCEEDS OF SUCH COLLATERAL (AND
WAIVED THE PROVISIONS OF THE SECOND LIEN LOAN DOCUMENTS TO THE EXTENT NECESSARY
TO PERMIT SUCH TRANSACTION); AND (III) DELIVER SUCH RELEASE DOCUMENTS AND TAKE
SUCH FURTHER ACTIONS AS FIRST LIEN AGENT MAY REASONABLY REQUIRE IN CONNECTION
THEREWITH; PROVIDED THAT, (A) SUCH RELEASE BY THE SECOND LIEN CREDITORS SHALL
NOT EXTEND TO OR OTHERWISE AFFECT ANY OF THE RIGHTS OF THE SECOND LIEN CREDITORS
TO THE PROCEEDS FROM ANY SUCH SALE OR OTHER DISPOSITION OF COLLATERAL, (B) THE
FIRST LIEN CREDITORS SHALL PROMPTLY APPLY SUCH PROCEEDS TO PERMANENTLY REPAY THE
FIRST LIEN LOAN OBLIGATIONS UNTIL THE SAME HAVE BEEN PAID IN FULL, (C) AFTER
SUCH APPLICATION, THE FIRST LIEN AGENT SHALL, SUBJECT TO SECTION 3.1,
PROMPTLY
DELIVER ANY EXCESS PROCEEDS FROM SUCH SALE OR DISPOSITION OF SUCH COLLATERAL TO
THE SECOND LIEN AGENT FOR APPLICATION TO THE SECOND LIEN LOAN OBLIGATIONS OR AS
OTHERWISE REQUIRED UNDER APPLICABLE LAW OR AS A COURT OF COMPETENT JURISDICTION
MAY DIRECT AND (D) NO SUCH RELEASE AND/OR AUTHORIZATION DOCUMENTS SHALL BE
DELIVERED (1) TO ANY OBLIGOR OR (2) LESS THAN TWO OR MORE THAN 10 BUSINESS DAYS
PRIOR TO THE DATE OF THE CLOSING OF THE SALE OR DISPOSITION OF SUCH COLLATERAL,
PROVIDED FURTHER THAT IF THE CLOSING OF THE SALE OR DISPOSITION OF THE
COLLATERAL SUBJECT TO SUCH RELEASE EVENT IS NOT CONSUMMATED, THE FIRST LIEN
AGENT SHALL PROMPTLY RETURN ALL RELEASE DOCUMENTS TO SUCH SECOND LIEN CREDITOR.
3.7
POWER OF ATTORNEY.
THE SECOND LIEN AGENT, ON BEHALF OF EACH SECOND
LIEN CREDITOR, HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE FIRST LIEN AGENT
AND ANY OFFICER OF FIRST LIEN 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 SECOND LIEN AGENT AND IN THE NAME OF THE SECOND
LIEN AGENT OR IN THE FIRST LIEN AGENT'S OWN NAME, FROM TIME TO TIME IN THE FIRST
LIEN AGENT'S DISCRETION, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF SECTIONS
3.5 AND 3.6 HEREOF, TO TAKE ANY AND ALL APPROPRIATE ACTION AND TO EXECUTE ANY
AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY OR DESIRABLE TO
ACCOMPLISH THE PURPOSES OF SUCH SECTION, INCLUDING ANY RELEASE DOCUMENTS, AND,
IN ADDITION, TO TAKE ANY AND ALL OTHER APPROPRIATE AND COMMERCIALLY REASONABLE
ACTION