DEEMED TO HAVE AUTOMATICALLY AND WITHOUT FURTHER ACTION RELEASED
AND TERMINATED ANY LIENS IT MAY HAVE ON THE COLLATERAL TO THE EXTENT SUCH
COLLATERAL IS SOLD OR OTHERWISE DISPOSED OF EITHER BY THE REVOLVING LOAN AGENT,
ANY AGENT OF THE REVOLVING LOAN AGENT, OR ANY BORROWER OR OBLIGOR WITH THE
CONSENT OF THE REVOLVING LOAN AGENT, (II) BE DEEMED TO HAVE AUTHORIZED THE
REVOLVING LOAN AGENT TO FILE UCC AMENDMENTS AND TERMINATIONS COVERING THE
COLLATERAL SO SOLD OR OTHERWISE DISPOSED OF AS TO UCC FINANCING STATEMENTS
BETWEEN ANY BORROWER OR OBLIGOR AND ANY TERM LOAN LENDER TO EVIDENCE SUCH
RELEASE AND TERMINATION, (III) PROMPTLY UPON THE REQUEST OF THE REVOLVING LOAN
AGENT EXECUTE AND DELIVER SUCH OTHER RELEASE DOCUMENTS AND CONFIRMATIONS OF THE
AUTHORIZATION TO FILE UCC AMENDMENTS AND TERMINATIONS PROVIDED FOR HEREIN, IN
EACH CASE AS THE REVOLVING LOAN AGENT MAY REASONABLY REQUIRE IN CONNECTION WITH
SUCH SALE OR OTHER DISPOSITION BY THE REVOLVING LOAN AGENT, ANY AGENT OR ANY
BORROWER OR OBLIGOR WITH THE CONSENT OF THE REVOLVING LOAN AGENT TO EVIDENCE AND
EFFECTUATE SUCH TERMINATION AND RELEASE, PROVIDED, THAT, ANY SUCH RELEASE OR UCC
AMENDMENT OR TERMINATION BY ANY TERM LOAN LENDER SHALL NOT EXTEND TO OR
OTHERWISE AFFECT ANY OF THE RIGHTS, IF ANY, OF THE TERM LOAN AGENT TO THE
PROCEEDS FROM ANY SUCH SALE OR OTHER DISPOSITION OF COLLATERAL, AND (IV) BE
DEEMED TO HAVE CONSENTED UNDER THE TERM LOAN DOCUMENTS TO SUCH SALE OR OTHER
DISPOSITION.
IN THE EVENT THAT FOR ANY REASON THE TERM LOAN AGENT SHALL FAIL TO
PROMPTLY EXECUTE AND DELIVER TO THE REVOLVING LOAN AGENT ANY SUCH RELEASE
DOCUMENTS, THE REVOLVING LOAN AGENT IS HEREBY IRREVOCABLY AUTHORIZED TO EXECUTE
AND DELIVER SUCH RELEASE DOCUMENTS ON BEHALF OF ANY TERM LOAN LENDER AS ITS
ATTORNEY-IN-FACT.
ANY SUCH SALE OR OTHER DISPOSITION OF ANY OF THE COLLATERAL
CONDUCTED BY THE REVOLVING LOAN AGENT IN CONNECTION WITH THE EXERCISE OF ITS
RIGHTS AND REMEDIES TO ANY AFFILIATE OF ANY BORROWER OR ANY OBLIGOR SHALL BE
CONDUCTED IN A COMMERCIALLY REASONABLE MANNER OR AMOUNTS PAID IN RESPECT OF SUCH
SALE SHALL OTHERWISE BE CONSISTENT WITH THE VALUE OF SUCH COLLATERAL AS
DETERMINED BY AN APPRAISER OR OTHER VALUATION BY AN APPROPRIATE THIRD PARTY.
(D)
NO TERM LOAN LENDER SHALL, DIRECTLY OR INDIRECTLY:
(I) EXERCISE
ANY OF ITS RIGHTS OR REMEDIES IF AN EVENT OF DEFAULT OR AN ACT, CONDITION OR
EVENT WHICH WITH NOTICE, OR PASSAGE OF TIME, OR BOTH WOULD CONSTITUTE AN EVENT
OF DEFAULT EXISTS OR HAS OCCURRED AGAINST ANY COLLATERAL; (II) SEEK TO FORECLOSE
OR REALIZE UPON (JUDICIALLY OR NON-JUDICIALLY) ITS LIEN ON ANY COLLATERAL OR
ASSERT ANY CLAIMS OR INTEREST THEREIN (INCLUDING BY SETOFF OR NOTIFICATION OF
ACCOUNT DEBTORS); OR (III) TAKE ANY OTHER ACTION WITH RESPECT TO THE COLLATERAL
OR ANY OTHER ASSETS OR PROPERTIES OF ANY BORROWER OR ANY OBLIGOR THAT INTERFERES
IN ANY MATERIAL RESPECT WITH THE RIGHTS OF THE REVOLVING LOAN LENDERS WITH
RESPECT TO THE COLLATERAL; PROVIDED, THAT, NOTHING CONTAINED IN THIS SECTION
2.4(D)