OR UNDER ANY OF THE TERM DOCUMENTS.
EACH
OF THE TERM AGENT (ON BEHALF OF ITSELF AND THE TERM SECURED PARTIES) AND THE ABL
AGENT (ON BEHALF OF ITSELF AND THE ABL SECURED PARTIES) AGREES (I) THAT IT WILL
NOT INSTITUTE ANY SUIT OR OTHER PROCEEDING OR ASSERT IN ANY SUIT, INSOLVENCY
PROCEEDING OR OTHER PROCEEDING ANY CLAIM, IN THE CASE OF THE TERM AGENT AND EACH
TERM SECURED PARTY, AGAINST EITHER THE ABL AGENT OR ANY OTHER ABL SECURED PARTY,
AND IN THE CASE OF THE ABL AGENT AND EACH OTHER ABL SECURED PARTY, AGAINST
EITHER THE TERM AGENT OR ANY OTHER TERM SECURED PARTY, SEEKING DAMAGES FROM OR
OTHER RELIEF BY WAY OF SPECIFIC PERFORMANCE, INSTRUCTIONS OR OTHERWISE, WITH
RESPECT TO, ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY SUCH PERSON WITH RESPECT
TO THE COLLATERAL WHICH IS CONSISTENT WITH THE TERMS OF THIS AGREEMENT, AND NONE
OF SUCH PARTIES SHALL BE LIABLE FOR ANY SUCH ACTION TAKEN OR OMITTED TO BE
TAKEN, OR (II) IT WILL NOT BE A PETITIONING CREDITOR OR OTHERWISE ASSIST IN THE
FILING OF AN INVOLUNTARY INSOLVENCY PROCEEDING.
18
(B)
RELEASE OF LIENS.
(I)
IN THE EVENT OF (A) ANY PRIVATE OR
PUBLIC SALE OF ALL OR ANY PORTION OF THE ABL PRIORITY COLLATERAL IN CONNECTION
WITH ANY EXERCISE OF SECURED CREDITOR REMEDIES BY THE ABL AGENT OR BY THE ABL
OBLIGORS WITH THE CONSENT OF THE ABL AGENT, OR (B) ANY SALE, TRANSFER OR OTHER
DISPOSITION OF ALL OR ANY PORTION OF THE ABL PRIORITY COLLATERAL SO LONG AS SUCH
SALE, TRANSFER OR OTHER DISPOSITION IS THEN PERMITTED BY THE ABL DOCUMENTS AND
THE TERM DOCUMENTS (WITHOUT GIVING EFFECT TO ANY AMENDMENTS TO THE TERM
DOCUMENTS WHICH ADD FURTHER RESTRICTIONS TO DISPOSITIONS BEYOND THOSE WHICH ARE
IN EFFECT ON THE DATE HEREOF) OR CONSENTED TO BY THE REQUISITE ABL LENDERS AND
THE REQUISITE TERM LENDERS, THE TERM AGENT AGREES, ON BEHALF OF ITSELF AND THE
TERM SECURED PARTIES THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION WILL BE FREE
AND CLEAR OF THE LIENS ON SUCH ABL PRIORITY COLLATERAL SECURING THE TERM
OBLIGATIONS, AND THE TERM AGENT'S AND THE TERM SECURED PARTIES' LIENS WITH
RESPECT TO THE ABL PRIORITY COLLATERAL SO SOLD, TRANSFERRED, OR DISPOSED SHALL
TERMINATE AND BE DEEMED AUTOMATICALLY RELEASED AND DISCHARGED WITHOUT FURTHER
ACTION CONCURRENTLY WITH, AND TO THE SAME EXTENT AS, THE RELEASE AND DISCHARGE
OF THE ABL SECURED PARTIES' LIENS ON SUCH ABL PRIORITY COLLATERAL; PROVIDED,
THAT THE LIENS OF THE PARTIES SHALL ATTACH TO THE PROCEEDS OF ANY SUCH
DISPOSITION OF THE ABL PRIORITY COLLATERAL WITH THE SAME RELATIVE PRIORITY AS
THE LIENS WHICH ATTACHED TO THE ABL PRIORITY COLLATERAL SO RELEASED AND
DISCHARGED.
IN FURTHERANCE OF, AND SUBJECT TO, THE FOREGOING, THE TERM AGENT
AGREES THAT IT WILL PROMPTLY EXECUTE ANY AND ALL LIEN RELEASES, DISCHARGES,
TERMINATION STATEMENTS OR OTHER DOCUMENTS REASONABLY REQUESTED BY THE ABL AGENT
IN CONNECTION THEREWITH.
THE TERM AGENT HEREBY APPOINTS THE ABL AGENT AND ANY
OFFICER OR DULY AUTHORIZED