Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.1(b), neither the Notes Agent nor any other Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Notes Agent and each other Note Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the Prior Lien Agent’s and the Prior Lien Claimholders’ rights under Section 3.1(b), neither any Subordinated Lien Agent nor any other Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the Prior Lien Claimholders, and each Subordinated Lien Agent and each other Subordinated Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce Prior Lien Obligations or any DIP Financing secured by a prior Lien on such ABL Priority Collateral, each Subordinated Lien Agent shall retain a Lien on such Proceeds with the respective priorities described in Section 2.1. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of the Subordinated Lien Claimholders from exercising a credit bid in a sale or other disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Prior Lien Obligations.
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Collateral Agent’s and the ABL Secured Parties’ rights under Section 2.5(b), neither the Term Collateral Agent nor any other Term Loan Secured Party shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose (or support, directly or indirectly, any other Person seeking to oppose) any motion by a Grantor that is supported by the ABL Secured Parties (i) for any Disposition of any ABL Priority Collateral free and clear of Liens or other claims, under Section 363 or 1129 of the Bankruptcy Code (or any similar provision under applicable Bankruptcy Law) or otherwise, or (ii) to approve any proposed procedures for the Disposition of any ABL Priority Collateral of any of the Grantors, and the Term Collateral Agent and each other Term Loan Secured Party will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (or any similar provision under applicable Bankruptcy Law) (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Secured Parties and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement (including the Lien priorities set forth in Section 2.1).
Asset Dispositions in an Insolvency or Liquidation Proceeding. Neither the Term Administrative Agent nor any other Term Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Property of any Obligor under Section 363 of the Bankruptcy Code that is supported by the Senior Revolving Claimholders, and the Term Administrative Agent and each other Term Lender will be deemed to have consented under Section 363 of the Bankruptcy Code to any such sale supported by the Senior Revolving Claimholders; provided in any case, the cash proceeds of such sale are used to permanently repay Senior Indebtedness and/or other permitted senior claims (i.e. “Excepted Liens”) on the assets subject of such sale. Neither the Term Administrative Agent nor any other Term Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, assert in connection with any sale or disposition of any Property of any Obligor under Section 363 of the Bankruptcy Code any rights under Section 363(k) of the Bankruptcy Code or otherwise credit bid any of the Second Lien Obligations unless such credit bid includes a cash portion for any amounts with respect to the Senior Indebtedness.
Asset Dispositions in an Insolvency or Liquidation Proceeding. Neither the Second Lien Agent nor any other Second Priority Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any assets of any Grantor constituting Common Collateral that is supported by the First Priority Lenders, and the Second Lien Agent and each other Second Priority Lender will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the First Priority Lenders and to have released their Liens in such assets.
Asset Dispositions in an Insolvency or Liquidation Proceeding. Without limiting the Revolving Credit Agent’s and the Revolving Credit Claimholders’ rights under Section 3.1(b), neither the Noteholder Collateral Agent nor any other Note Claimholder shall, in any Insolvency or Liquidation Proceeding with respect to any Grantor or otherwise, oppose any sale or disposition of any Collateral that is supported by the Revolving Credit Claimholders, and the Noteholder Collateral Agent and each other Note Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Collateral supported by the Revolving Credit Claimholders and to have released their Liens on such assets; provided that to the extent the proceeds of any Collateral are not applied to reduce Obligations the Noteholder Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of this Agreement.
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) No Term Loan Agent nor any other Term Loan Claimholder shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Revolving Credit Priority Collateral that is supported by the Revolving Credit Claimholders, and the Term Loan Agents and the other Term Loan Claimholders will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Revolving Credit Priority Collateral supported by the Revolving Credit Claimholders and to have released their Liens on such assets.
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) With respect to Shared Collateral, each Second Priority Representative, on behalf of itself and the other Second Priority Debt Parties under its Second Priority Debt Facility, agrees that none of them shall, in an Insolvency or Liquidation Proceeding, contest, protest or object (or support any other Person in contesting, protesting or objecting to) any sale or other disposition of any such Shared Collateral that is consented to or not opposed by the First Lien Secured Parties, and they will be deemed to have consented under Section 363 of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law to any such sale or disposition, including any sale free and clear of their Liens on or other interests in such Shared Collateral under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law (and to any proposed bid procedures, sale procedures, retention of professionals in connection with such sale or disposition) supported by the First Lien Secured Parties and to have automatically and unconditionally released their Liens on such assets.
Asset Dispositions in an Insolvency or Liquidation Proceeding. In an Insolvency Proceeding, prior to the First Priority Obligations Payment Date, neither the Second Priority Representative nor any other Second Priority Secured Party shall oppose any sale or disposition of any assets of any US Loan Party that is supported by the First Priority Secured Parties, and the Second Priority Representative and each other Second Priority Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the First Priority Secured Parties and to have released their Liens on such assets; provided that the net proceeds of such sale shall have been applied to the First Priority Obligations and the Second Priority Obligations in accordance with Section 4.1; and further provided that the Second Priority Representative and the other Second Priority Secured Parties may assert any objection that may be asserted by the unsecured creditors of the Loan Parties solely to the bidding procedures and bidding protections with respect to such Section 363 sale, but may not object to such bidding procedures and bidding protections on the grounds of adequate protection or any other basis that could only be asserted by the holder of a secured claim.
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the Prior Lien Agent’s and the Prior Lien Claimholders’ rights under Section 3.1(b), neither any Subordinated Lien Agent nor any other Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or Disposition of any ABL Priority Collateral that is supported by the Prior Lien Claimholders, and each Subordinated Lien Agent and each other Subordinated Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code or any similar Bankruptcy Law (and otherwise) to any sale of any ABL Priority Collateral supported by the Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce Prior Lien Obligations or any DIP Financing secured by a prior Lien on such ABL Priority Collateral, each Subordinated Lien Agent shall retain a Lien on such Proceeds with the respective priorities described in Section 2.1.
