Common use of Sales Clause in Contracts

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other party.

Sales. Subject to Sections 3.1(c)(53.01(c)(v) and 3.2(c)(53.02(c)(v) and 3.33.03, each Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit ABL Claimholders under the Revolving ABL Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Priority Collateral exists only after the Revolving Credit ABL Obligations have been paid in full in cash, and so long as the right of any Revolving Credit ABL Claimholder to offset its claim against the purchase price for any Fixed Asset Priority Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 2.01 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral Agent and the Revolving Credit ABL Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority CollateralCode, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other partysentence.

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Term Loan Agent agrees that it will consentconsent to, and will not object or oppose, or support any party in opposing, oppose a motion to dispose Dispose of any Priority ABL Collateral of the other party free and clear of any the Liens or other claims of Term Loan Agent thereon under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if (a) the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have ABL Agent has consented to the sale of such disposition ABL Collateral free and clear of their respective Priority Collateralthe Liens of the ABL Agent, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party the Term Loan Claimholders under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder the Term Loan Claimholders to offset its claim against the purchase price for any ABL Collateral exists only arises after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have ABL Priority Debt has been paid in full in cash), and (c) either (i) pursuant to court order, the Liens of the Term Loan Claimholders attach to the net proceeds of the Disposition with the same priority and validity as the Liens held by the Term Loan Claimholders on such ABL Collateral, and the Liens remain subject to the terms of any proposed order approving such transaction provide for the respective Liens to attach to this Agreement, or (ii) the proceeds of the Priority Disposition are applied in accordance with Section 4.1. The foregoing to the contrary notwithstanding, the Term Loan Claimholders may raise any objections to such Disposition of the ABL Collateral that is the subject could be raised by a creditor of ABL Grantors whose claims are not secured by Liens on such dispositionABL Collateral, subject to the Lien priorities in Section 2.1 and the provided such objections are not inconsistent with any other terms and conditions term or provision of this Agreement. Each Fixed Asset Collateral Agent , do not include an objection to the proposed bidding procedures, and are not based on their status as secured creditors (without limiting the Revolving Credit Collateral Agent further agrees that it will foregoing, Term Loan Creditors may not oppose, or support raise any party in opposing, the right of the other party to credit bid under Section 363(kobjections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or the other partyLiens granted to Term Loan Agent in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent Second Lien Creditor agrees that it will consentconsent to, and will not object or oppose, or support any party in opposing, oppose a motion to dispose Dispose of any Priority Collateral of the other party free and clear of any the Liens or other claims or interests in favor of the Second Lien Creditor under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if (a) the requisite Revolving Credit First Lien Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition Disposition of their respective Priority such Collateral, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder the Second Lien Claimholders to offset its claim against the purchase price for any ABL Collateral exists only arises after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have First Lien Priority Debt has been paid in full in cash), (c) either (i) pursuant to court order, the Liens of the Second Lien Claimholders attach to the net proceeds of the Disposition with the same priority and validity as the Liens held by the Second Lien Claimholders on such Collateral, and the Liens remain subject to the terms of any proposed order approving such transaction provide for the respective Liens to attach to this Agreement, or (ii) the proceeds of the Disposition are applied in accordance with Section 4.1, and (d) the net cash proceeds of the Disposition that are applied to First Lien Priority Debt permanently reduce the First Lien Debt to the extent provided in Section 4.1. The foregoing to the contrary notwithstanding, the Second Lien Claimholders may raise any objections to such Disposition of the Collateral that is could be raised by a creditor of the subject of Debtor whose claims are not secured by Liens on such dispositionCollateral, subject to the Lien priorities in Section 2.1 and the provided such objections are not inconsistent with any other terms and conditions term or provision of this Agreement. Each Fixed Asset Collateral Agent Agreement and are not based on their status as secured creditors (without limiting the Revolving Credit Collateral Agent further agrees that it will foregoing, Second Lien Creditors may not oppose, or support raise any party in opposing, the right of the other party to credit bid under Section 363(kobjections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or the other partyLiens granted to Second Lien Creditor in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) Section 3.7, the Term Collateral Agent, for itself and 3.2(c)(5) on behalf of the other Term Claimholders, and 3.3the ABL Collateral Agent, each Collateral Agent for itself and on behalf of the other ABL Claimholders, agrees that it the Term Claimholders or the ABL Claimholders, as the case may be, will consentconsent to (and hereby are deemed to have consented to), and will not object or oppose, oppose (or support any party Person in objecting to or opposing), a motion to dispose of Dispose any Senior Priority Collateral of the other party Class free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code (or any similar comparable provision of any other Bankruptcy Law Debtor Relief Law), including any motion for approval of bidding procedures in connection therewith or any other related or ancillary matters, if the requisite Revolving Credit ABL Claimholders under the Revolving ABL Credit Agreement or Fixed Asset the requisite Term Claimholders under the applicable Fixed Asset DocumentsTerm Credit Agreement, as the case may be, have consented to such disposition Disposition of their respective Priority Collateralsuch assets, so long as the Liens of the Term Claimholders or the ABL Claimholders, as the case may be, on such motion does not impair, assets attach to the proceeds thereof subject to the relative Lien priorities set forth in this Agreement, Agreement and such motion does not impair the rights of such party the Term Claimholders or the ABL Claimholders, as the case may be, under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder the Term Claimholders to offset its claim their Term Obligations against the purchase price for any ABL Priority Collateral exists only after the Revolving Credit Discharge of ABL Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder the ABL Claimholders to offset its claim their ABL Obligations against the purchase price for any Fixed Asset Term Priority Collateral exists only after the Fixed Asset Obligations have been paid in full in cashDischarge of Term Obligations). Notwithstanding the foregoing, and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Term Collateral Agent and the Revolving Credit other Term Claimholders, and the ABL Collateral Agent further agrees that it will not opposeand the other ABL Claimholders, or support may raise any party in opposing, objections to such Disposition of the right Senior Priority Collateral of the other party to credit bid under Class that could be raised by a creditor of Grantors whose claims are not secured by Liens on such Senior Priority Collateral, provided that such objections are not inconsistent with any other term of this Agreement and are not based on their status as secured creditors (without limiting the foregoing, none of the Term Collateral Agent, any other Term Claimholder, the ABL Collateral Agent or any other ABL Claimholder may, except as provided in Section 363(k6.4(b)(ii), raise any such objections based on rights afforded by Sections 363(e) and 363(f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Debtor Relief Law) with respect to the Priority Collateral or the other partyLiens granted to such Person in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent Each Second Lien Creditor agrees that it will consentconsent to, and will not object or oppose, or support any party in opposing, oppose a motion to dispose Dispose of any Priority Collateral of the other party free and clear of any the Liens or other claims or interests in favor of the Second Lien Creditor under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if (a) the requisite Revolving Credit First Lien Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition Disposition of their respective Priority such Collateral, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder the Second Lien Claimholders to offset its claim against the purchase price for any ABL Collateral exists only arises after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have First Lien Priority Debt has been paid in full in cash), (c) either (i) pursuant to court order, the Liens of the Second Lien Claimholders attach to the net proceeds of the Disposition with the same priority and validity as the Liens held by the Second Lien Claimholders on such Collateral, and the Liens remain subject to the terms of any proposed order approving such transaction provide for the respective Liens to attach to this Agreement, or (ii) the proceeds of the Disposition are applied in accordance with Section 4.1, and (d) the net cash proceeds of the Disposition that are applied to First Lien Priority Debt permanently reduce the First Lien Debt to the extent provided in Section 4.1. The foregoing to the contrary notwithstanding, the Second Lien Claimholders may raise any objections to such Disposition of the Collateral that is could be raised by a creditor of the subject of Debtor whose claims are not secured by Liens on such dispositionCollateral, subject to the Lien priorities in Section 2.1 and the provided such objections are not inconsistent with any other terms and conditions term or provision of this Agreement. Each Fixed Asset Collateral Agent Agreement and are not based on their status as secured creditors (without limiting the Revolving Credit Collateral Agent further agrees that it will foregoing, Second Lien Creditors may not oppose, or support raise any party in opposing, the right of the other party to credit bid under Section 363(kobjections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or the other partyLiens granted to such Second Lien Creditor in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Each Junior Agent agrees that it will consentconsent to, and will not object or oppose, or support support, directly or indirectly, any party in opposingother person seeking to object or oppose, a motion by a Grantor that is supported by the Priority Agent to dispose Dispose of any of its Priority Collateral of the other party free and clear of any the Liens or other claims of the Junior Agent under Section 363 or 1129 of the Bankruptcy Code (or under any similar provision of any other applicable Bankruptcy Law Law) if (a) the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have Priority Agent has consented to the sale of such disposition Collateral free and clear of their respective the Liens of the Priority CollateralAgent, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party the Junior Claimholders under Section 363(k) of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law (so long as the right of any Fixed Asset Claimholder the Junior Claimholders to offset its claim their claims against the purchase price for any ABL Collateral exists only arises after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have Priority Debt has been paid in full in cash), and (c) either (i) pursuant to court order, the Liens of the Junior Agent attach to the net Proceeds of the Disposition with the same priority and validity as the Liens held by such Junior Agent on such Priority Collateral, and the Liens remain subject to the terms of any proposed order approving such transaction provide for this Agreement, or (ii) the respective Liens Proceeds of the Disposition are applied to attach permanently reduce the ABL Priority Debt or Term Loan Priority Debt, as applicable, in accordance with Section 4.1. The foregoing to the proceeds contrary notwithstanding but subject to Section 2.2, the Junior Claimholders may oppose or raise any objections to such Disposition of the such Priority Collateral that is could be raised by a creditor of Grantors whose claims are not secured by Liens on such Priority Collateral, provided that such opposition or objections are not based on their status as secured creditors (without limiting the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposingforegoing, the right of the other party to credit bid under Section 363(kJunior Claimholders may not oppose or raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or Liens granted to the other partyJunior Agent in respect of such assets).

Sales. Subject to Sections 3.1(c)(53.4(a) and 3.2(c)(5) and 3.33.8, each Collateral of Notes Agent and ABL Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to dispose Dispose of any Priority Collateral of the other party Agent free and clear of any Liens or other claims under Section 363 or any other provision of the Bankruptcy Code or any similar provision if, in the case of any other Bankruptcy Law if ABL Priority Collateral, the requisite Revolving Credit ABL Claimholders under the Revolving ABL Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, and ABL Agent have consented to such disposition Disposition of their respective such ABL Priority Collateral, or, in the case of Notes Priority Collateral, Notes Claimholders under the Indenture and Notes Agent have consented to such Disposition of such Notes Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Notes Claimholder to offset its claim against the purchase price for any ABL Priority Collateral exists only after the Revolving Credit ABL Obligations have been paid in full in cash, and so long as the right of any Revolving Credit ABL Claimholder to offset its claim against the purchase price for any Fixed Asset Notes Priority Collateral exists only after the Fixed Asset Notes Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such dispositionDisposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral of Notes Agent and the Revolving Credit Collateral ABL Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority CollateralCode, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other partysentence.

Sales. Subject to Sections 3.1(c)(5) Section 3.7, the Term Collateral Agent, for itself and 3.2(c)(5) on behalf of the other Term Claimholders, and 3.3the Revolving Collateral Agent, each Collateral Agent for itself and on behalf of the other Revolving Claimholders, agrees that it the Term Claimholders or the Revolving Claimholders, as the case may be, will consentconsent to (and hereby are deemed to have consented to), and will not object or oppose, oppose (or support any party Person in objecting to or opposing), a motion to dispose Dispose of any Senior Priority Collateral of the other party Class free and clear of any Liens or other claims in favor of such other party under Section 363 of the Bankruptcy Code (or any similar comparable provision of any other Bankruptcy Law Law), including any motion for approval of bidding procedures in connection therewith or any other related or ancillary matters, if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset the requisite Term Claimholders under the applicable Fixed Asset DocumentsTerm Credit Agreement, as the case may be, have consented to such disposition Disposition of their respective such assets comprising Senior Priority Collateral, so long as the Liens of the Term Claimholders or the Revolving Claimholders, as the case may be, on such motion does not impair, assets attach to the proceeds thereof subject to the relative Lien priorities set forth in this Agreement, Agreement and such motion does not impair the rights of such party the Term Claimholders or the Revolving Claimholders, as the case may be, under Section 363(k) of the Bankruptcy Code (or any similar comparable provision of any other Bankruptcy Law Law) (so long as the right of any Fixed Asset Claimholder the Term Claimholders to offset its claim their Term Obligations against the purchase price for any ABL Revolving Priority Collateral exists only after the Discharge of Revolving Credit Obligations have been paid in full in cash, and so long as the right of any the Revolving Credit Claimholder Claimholders to offset its claim their Revolving Obligations against the purchase price for any Fixed Asset Term Priority Collateral exists only after the Fixed Asset Obligations have been paid in full in cashDischarge of Term Obligations), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other party.

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent Each Subordinated Creditor agrees that it will consentconsent to, and will not object or oppose, or support any party in opposing, oppose a motion to dispose Dispose of any Priority Collateral of the other party (or any procedures related to such Disposition) free and clear of any the Liens or other claims of Subordinated Creditors under Section 363 or Section 1129 of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset DocumentsDebtor Relief Laws), as the case may be, and will be deemed to have consented pursuant to Section 363(f) of the Bankruptcy Code, if (a) Senior Agent has consented to the sale of such disposition Collateral free and clear of their respective Priority Collateralthe Liens of Senior Agent, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party the Subordinated Creditors under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Debtor Relief Law (so long as the right of any Fixed Asset Claimholder Subordinated Creditor to offset its claim against the purchase price for any ABL Collateral exists only arises after Payment In Full of the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have been paid in full in cashSenior Debt), and (c) either (i) pursuant to court order, the Liens of any Subordinated Creditor attach to the net proceeds of the Disposition with the same priority and validity as the Liens held by such Subordinated Creditor on such Collateral, and the Liens remain subject to the terms of any proposed order approving such transaction provide for this Agreement, or (ii) the respective Liens to attach to the net proceeds of the Priority Disposition are (x) applied to the payment of the DIP Financing or the Senior Debt, (y) set aside for payment of any Priming Claims, or (z) applied in accordance with Section 9(a). Notwithstanding anything in the foregoing to the contrary, the Subordinated Creditors may raise any objections to such Disposition of the Collateral that is the subject could be raised by a creditor of Grantors whose claims are not secured by Xxxxx on such dispositionCollateral; provided, subject to the Lien priorities in Section 2.1 and the such objections are not inconsistent with any other terms and conditions term or provision of this Agreement. Each Fixed Asset Collateral Agent Agreement and are not based on their status as secured creditors (without limiting the Revolving Credit Collateral Agent further agrees that it will foregoing, Subordinated Creditors may not oppose, or support raise any party in opposing, the right of the other party to credit bid under Section 363(kobjections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Debtor Relief Law) with respect to the Priority Collateral or the other partyLiens granted to any Subordinated Creditor in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral Agent and the Revolving Credit Collateral Agent further fur- ther agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority CollateralCode, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other partysentence.

Sales. Subject to Sections 3.1(c)(53.4(a) and 3.2(c)(5) and 3.33.8, each of Notes Collateral Agent and Revolving Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to dispose Dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 or any other provision of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement and the Revolving Collateral Agent, or Fixed Asset Notes Claimholders under the applicable Fixed Asset DocumentsIndenture and the Notes Collateral Agent, as the case may be, have consented to such disposition Disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Notes Claimholder to offset its claim against the purchase price for any ABL Revolving Priority Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Notes Priority Collateral exists only after the Fixed Asset Notes Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such dispositionDisposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset of Notes Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority CollateralCode, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other partysentence.

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3Section 3.7, each of the Notes Collateral Agent and the Revolving Collateral Agent agrees that it will consent, and will not object or oppose, oppose (or support any party Person in objecting to or opposing, ) a motion to dispose Dispose of any Priority Collateral of the other party free and clear of any Liens or other claims in favor of such other party under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset the requisite Notes Claimholders under the applicable Fixed Asset DocumentsIndenture, as the case may be, have consented to such disposition Disposition of their such assets, so long as the Liens of the respective Priority CollateralClaimholders on such Collateral attach to the proceeds thereof subject to the relative priorities set forth in this Agreement, and such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder Notes Claimholders to offset its claim against the purchase price for any ABL Revolving Priority Collateral exists only after the Discharge of Revolving Credit Obligations have been paid in full in cashObligations, and so long as the right of any Revolving Credit Claimholder Claimholders to offset its claim against the purchase price for any Fixed Asset Notes Priority Collateral exists only after the Fixed Asset Obligations have been paid in full in cashDischarge of Notes Obligations), and the terms of any proposed order approving such transaction provide for the respective Liens to attach . The foregoing to the proceeds contrary notwithstanding, each of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Notes Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support may raise any party in opposing, the right objections to such Disposition of the other party to credit bid under Section 363(kparty’s Priority Collateral that could be EXHIBIT K raised by a creditor of Grantors whose claims are not secured by Liens on such Priority Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on their status as secured creditors (without limiting the foregoing, neither the Notes Collateral Agent nor the Revolving Collateral Agent may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or the other partyLiens granted to such Person in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to sell or otherwise dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law Law) if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code Code, or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Priority Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this AgreementAgreement and further provided that such party may assert any objection to such proposed sale or disposition that may be raised by an unsecured creditor of the Grantors. Each of the Fixed Asset Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other partyLaw).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority CollateralCode, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other partysentence.

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3Section 3.8, each of Notes Collateral Agent and Revolving Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, oppose a motion to dispose Dispose of any Priority Collateral of the other party free and clear of any Liens or other claims in favor of such other party under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Notes Claimholders under the applicable Fixed Asset DocumentsIndenture, as the case may be, have consented to such disposition Disposition of their respective Priority Collateralsuch assets, and such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder Notes Claimholders to offset its claim against the purchase price for any ABL Revolving Priority Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder Claimholders to offset its claim against the purchase price for any Fixed Asset Notes Priority Collateral exists only after the Fixed Asset Notes Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach . The foregoing to the proceeds contrary notwithstanding, each of Notes Collateral Agent and Revolving Agent may raise any objections to such Disposition of the other party’s Priority Collateral that is the subject could be raised by a creditor of Grantors whose claims are not secured by Liens on such dispositionPriority Collateral, subject to the Lien priorities in Section 2.1 and the provided such objections are not inconsistent with any other terms and conditions term or provision of this Agreement. Each Fixed Asset Agreement and are not based on their status as secured creditors (without limiting the foregoing, neither Notes Collateral Agent nor Revolving Agent may raise any objections based on rights afforded by Sections 363(e) and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k(f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or the other partyLiens granted to such person in respect of such assets).

Sales. Subject to Sections 3.1(c)(5(a) and 3.2(c)(5) and 3.3, each Collateral Term Loan Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, oppose a motion to dispose Dispose of any Revolver Priority Collateral of the other party free and clear of any the Liens or other claims in favor of Term Loan Agent under Section 363 of the Bankruptcy Code or any similar provision (subject to attachment of any other Bankruptcy Law the Lien of the Term Loan Agent to proceeds thereof in the same order and manner as otherwise set forth herein) if the requisite Revolving Credit Revolver Claimholders under the Revolving Revolver Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition Disposition of their respective Priority Collateralsuch assets, and such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party Term Loan Claimholders under Section 363(k) of the Bankruptcy Code or otherwise to bid on any similar provision assets forming part of any other Bankruptcy Law such Disposition (so long as the right of any Fixed Asset Term Loan Claimholder to offset its claim against the purchase price for any ABL Collateral exists is only (i) with respect to the Term Loan Priority Obligations, after the Revolving Credit Discharge of Revolver Priority Obligations have been paid in full in cashand (ii) with respect to the Excess Term Loan Obligations, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have been paid in full in cashDischarge of Revolver Obligations), and the terms of any proposed order approving such transaction provide for the respective Liens to attach . The foregoing to the proceeds contrary notwithstanding, Term Loan Claimholders may raise any objections to such Disposition of the Priority Collateral that is the subject could be raised by a creditor of Grantors whose claims are not secured by Liens on such dispositionCollateral, subject to the Lien priorities in Section 2.1 and the provided such objections are not inconsistent with any other terms and conditions term or provision of this Agreement. Each Fixed Asset Collateral Agent Agreement and are not based on their status as secured creditors (without limiting the Revolving Credit Collateral Agent further agrees that it will foregoing, Term Loan Creditors may not oppose, or support raise any party in opposing, the right of the other party to credit bid under Section 363(kobjections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or the other partyLiens granted to Term Loan Agent in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3Section 3.7, each Fixed Asset Collateral Agent Agent, for itself and on behalf of the other Fixed Asset Claimholders represented by it, and the Revolving Administrative Agent, for itself and on behalf of the other Revolving Claimholders, agrees that it the Fixed Asset Claimholders or the Revolving Claimholders, as the case may be, will consentconsent to (and hereby are deemed to have consented to), and will not object or oppose, oppose (or support any party Person in objecting to or opposing), a motion to dispose of Dispose any Senior Priority Collateral of the other party Class free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code (or any similar comparable provision of any other Bankruptcy Law Law), including any motion for approval of bidding procedures in connection therewith or any other related or ancillary matters, if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or the requisite Fixed Asset Claimholders under the applicable Fixed Asset Debt Documents, as the case may be, have consented to such disposition Disposition of their respective Priority Collateralsuch assets, so long as the Liens of the Fixed Asset Claimholders or the Revolving Claimholders, as the case may be, on such motion does not impair, assets attach to the proceeds thereof subject to the relative Lien priorities set forth in this Agreement, Agreement and such motion does not impair the rights of such party the Fixed Asset Claimholders or the Revolving Claimholders, as the case may be, under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any the Fixed Asset Claimholder Claimholders to offset its claim their Fixed Asset Obligations against the purchase price for any ABL Revolving Priority Collateral exists only after the Discharge of Revolving Credit Obligations have been paid in full in cash, and so long as the right of any the Revolving Credit Claimholder Claimholders to offset its claim their Revolving Obligations against the purchase price for any Fixed Asset Priority Collateral exists only after the Discharge of Fixed Asset Obligations have been paid in full in cashObligations). Notwithstanding the foregoing, the Fixed Asset Collateral Agents and the other Fixed Asset Claimholders, and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 Revolving Administrative Agent and the other terms and conditions Revolving Claimholders, may raise any objections to such Disposition of the Senior Priority Collateral of the other Class that could be raised by a creditor of Grantors whose claims are not secured by Liens on such Senior Priority Collateral, provided that such objections are not inconsistent with any other term of this Agreement. Each Agreement and are not based on their status as secured creditors (without limiting the foregoing, none of the Fixed Asset Collateral Agent and Agents, any other Fixed Asset Claimholder, the Revolving Credit Collateral Administrative Agent further agrees that it will not opposeor any other Revolving Claimholder may, or support except as provided in Section 6.4(b)(ii), raise any party in opposing, the right of the other party to credit bid under Section 363(ksuch objections based on rights afforded by Sections 363(e) and 363(f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral or the other partyLiens granted to such Person in respect of such assets).

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Each Junior Agent agrees that it will consentconsent to, and will not object to or oppose, or support support, directly or indirectly, any party in opposingother person seeking to object to or oppose, a motion that is supported by the Priority Agent (i) to dispose Dispose of any of its Priority Collateral of the other party free and clear of any the Liens or other claims of the Junior Agent under Section 363 or Section 1129 of the Bankruptcy Code or (ii) to approve any similar provision procedures for the sale or disposition of any other Bankruptcy Law of its Priority Collateral of any of the Grantors if (a) the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have Priority Agent has consented to the sale of such disposition Collateral free and clear of their respective the Liens of the Priority CollateralAgent, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party the Junior Claimholders under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder the Junior Claimholders to offset its claim their claims against the purchase price for any ABL Collateral exists only arises after the Revolving Credit Obligations have Priority Debt has been paid in full in cash) and (c) either (i) pursuant to court order, the Liens of the Junior Agent attach to the net proceeds of the Disposition with the same priority and so long validity as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have been paid in full in cash)Liens held by such Junior Agent on such Priority Collateral, and the Liens remain subject to the terms of any proposed order approving such transaction provide for the respective Liens to attach to this Agreement, or (ii) the proceeds of the Disposition are promptly applied in accordance with Section 4.1. The foregoing to the contrary notwithstanding, the Junior Claimholders may oppose or raise any objections to such Disposition of such Priority Collateral that is the subject could be raised by an unsecured creditor of a Grantor; provided that such disposition, subject to the Lien priorities in Section 2.1 and the opposition or objections are not inconsistent with any other terms and conditions term or provision of this Agreement. Each Fixed Asset Collateral Agent , do not include an opposition or objection to the proposed bidding procedures, and are not based on their status as secured creditors (without limiting the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposingforegoing, the right of the other party to credit bid under Section 363(kJunior Claimholders may not oppose or raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar comparable provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence Law) with respect to the Priority Collateral Liens granted to the Junior Agent in respect of such assets). Each Junior Agent or the other partyJunior Claimholders may bid for Collateral at any public or private sale thereof, including credit bidding with respect to the Junior Collateral; provided that any such bid for the Collateral by the Junior Agent or the Junior Claimholders must provide for payment in cash of the full amount necessary to cause the Payment in Full of Priority Debt.

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3), each Collateral Agent agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement or Fixed Asset Term Loan Claimholders under the applicable Fixed Asset Term Loan Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Term Loan Claimholder to offset its claim against the purchase price for any ABL Priority Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Term Loan Priority Collateral exists only after the Fixed Asset Term Loan Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Term Loan Collateral Agent and the Revolving Credit Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other party.

Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent agrees that it will consentconsent to, and will not object or oppose, or support any party in opposing, a motion to sell or otherwise dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law Law) if the requisite Revolving Credit Claimholders under the Revolving Credit Agreement and/or the 2016 Secured Notes Purchase Agreement, as applicable, or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code Code, or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Priority Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this AgreementAgreement and further provided that such party may assert any objection to such proposed sale or disposition that may be raised by an unsecured creditor of the Grantors. Each of the Fixed Asset Collateral Agent and the Revolving Credit Collateral Agent AgentAgents further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence with respect to the Priority Collateral or the other partyLaw).

Sales. Subject to Sections 3.1(c)(5Section 3.4(a) and 3.2(c)(5) and 3.3Section 3.9, each of the ABL Revolving Collateral Agent agrees that it and each Term Agent will consent, and will not object to or oppose, oppose a sale or support any party in opposing, a motion to dispose Dispose of any Priority Collateral (including bidding and other procedures in respect of such Disposition) of the other oth- er party free and clear of any Liens or other claims in favor of such other party under Section 363 of the Bankruptcy Code or any similar other provision of any the Bankruptcy Code or other Bankruptcy Law applicable law or under appli- cable Canadian Insolvency Proceedings or other Insolvency Proceedings if the requisite ABL Revolving Credit Claimholders under the ABL Revolving Credit Agreement or Fixed Asset the requisite Term Claimholders under the applicable Fixed Asset DocumentsNotes Documents or the First Lien Credit Facility, as the case may be, have consented to such disposition sale or Disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the Liens of the respective Liens to Claimholders on such Priority Collateral attach to the proceeds of the Priority Collateral that is the subject of such disposition, thereof subject to the relative Lien priorities set forth in Section 2.1 and the other terms and conditions of this Agreement. Each Fixed Asset Collateral Agent and Nothing in this Agreement shall impair the Revolving Credit Collateral Agent further agrees that it will not oppose, or support rights of any party in opposing, the right of the other party to credit bid under applicable Bankruptcy Law (including Section 363(k) of the Bankruptcy Code Code, if applicable) or pursuant to this Agreement (so long as the right of Term Claimholders to offset its claim against the pur- chase price for any similar provision of any other Bankruptcy Law with respect to its respective Priority Collateral, subject to the provision of the immediately preceding sentence with respect to the ABL Revolving Priority Collateral or exists only after the other partyDischarge of ABL Revolving Obligations, and so long as the right of ABL Revolving Claimholders to offset its claim against the pur- chase price for any Notes Priority Collateral exists only after the Discharge of Term Obligations).