Common use of US Insolvency Proceedings Clause in Contracts

US Insolvency Proceedings. disposal of Transaction Security Notwithstanding anything to the contrary contained herein, the Second Lien Creditors will not contest, protest, or object, and will be deemed to have consented pursuant to Section 363(f) of the US Bankruptcy Code, to a disposal of Transaction Security, or the process or procedures for obtaining bids for and effecting a disposal of Transaction Security (including the right of the Senior Secured Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential disposal), or any motion or order in connection with any such disposal, process or procedures, under Section 363 of the US Bankruptcy Code (or any other provision of the US Bankruptcy Code or applicable US Bankruptcy Law), if the relevant Agent or Security Agent acting on behalf of the Senior Secured Creditors consents to such disposal, such process or procedures or such motion or order; provided that (a) either (i) pursuant to court order, the Security of the Second Lien Creditors attach to the net proceeds of the disposal with the same priority and validity as the Security held by the Second Lien Creditors on such Transaction Security, and the Security remains subject to the terms of this Agreement, or (ii) the net proceeds of a disposal of Transaction Security received by the Security Agent on behalf of the Senior Secured Creditors in excess of those necessary to achieve the full and final discharge of Senior Secured Liabilities are distributed in accordance with the UCC and applicable law, and (b) the net cash proceeds of any disposition under Section 363(b) of the Bankruptcy Code are permanently applied to the Bankruptcy Financing or to the Senior Secured Liabilities or are set aside for a wind-down, liquidation or similar fund. Nothing in this Agreement shall preclude the Second Lien Creditors from credit bidding all or any portion of the Second Lien Liabilities provided that any such bid contemplates the payment in full in cash of all Senior Secured Liabilities at closing of any such bid. Notwithstanding the foregoing, a Second Lien Agent, on behalf of itself and the other Second Lien Creditors it represents, may raise any objections to any such disposal that could be raised by any creditor of the Obligors whose claims were not secured by any Security on such Transaction Security, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, the Second Lien Creditors may not raise any objections based on rights afforded by Sections 363(e) and (f) of the US Bankruptcy Code to secured creditors (or by any comparable provision of any US Bankruptcy Law)) with respect to the Security granted to the Second Lien Creditors.

US Insolvency Proceedings. disposal of Transaction Security Notwithstanding anything to the contrary contained herein, the Second Lien Creditors will not contest, protest, or object, and will be deemed to have consented pursuant to Section 363(f) of the US Bankruptcy Code, to a disposal of Transaction Security, or the process or procedures for obtaining bids for and effecting a disposal of Transaction Security (including the right of the Senior Secured Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential disposal), or any motion or order in connection with any such disposal, process or procedures, under Section 363 of the US Bankruptcy Code (or any other provision of the US Bankruptcy Code or applicable US Bankruptcy Law), if the relevant Agent or Security Agent acting on behalf of the Senior Secured Creditors consents to such disposal, such process or procedures or such motion or order; provided that (a) either (i) pursuant to court order, the Security of the Second Lien Creditors attach to the net proceeds of the disposal with the same priority and validity as the Security held by the Second Lien Creditors on such Transaction Security, and the Security remains subject to the terms of this Agreement, or (ii) the net proceeds of a disposal of Transaction Security received by the Security Agent on behalf of the Senior Secured Creditors in excess of those necessary to achieve the full and final discharge of Senior Secured Liabilities are distributed in accordance with the UCC and applicable law, and (b) the net cash proceeds of any disposition under Section 363(b) of the Bankruptcy Code are permanently applied to the Bankruptcy Financing or to the Senior Secured Liabilities or are set aside for a wind-down, liquidation or similar fund. Nothing in this Agreement shall preclude 150 the Second Lien Creditors from credit bidding all or any portion of the Second Lien Liabilities provided that any such bid contemplates the payment in full in cash of all Senior Secured Liabilities at closing of any such bid. Notwithstanding the foregoing, a Second Lien Agent, on behalf of itself and the other Second Lien Creditors it represents, may raise any objections to any such disposal that could be raised by any creditor of the Obligors whose claims were not secured by any Security on such Transaction Security, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, the Second Lien Creditors may not raise any objections based on rights afforded by Sections 363(e) and (f) of the US Bankruptcy Code to secured creditors (or by any comparable provision of any US Bankruptcy Law)) with respect to the Security granted to the Second Lien Creditors.

US Insolvency Proceedings. disposal of Transaction Security Notwithstanding anything to the contrary contained herein, the Second Lien Creditors will not contest, protest, or object, and will be deemed to have consented pursuant to Section 363(f) of the US Bankruptcy Code, to a disposal of Transaction Security, or the process or procedures for obtaining bids for and effecting a disposal of Transaction Security (including the right of the Senior Secured Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential disposal), or any motion or order in connection with any such disposal, process or procedures, under Section 363 of the US Bankruptcy Code (or any other provision of the US Bankruptcy Code or applicable US Bankruptcy Law), if the relevant Agent or Security Agent acting on behalf of the Senior Secured Creditors consents to such disposal, such process or procedures or such motion or order; provided that (a) either (i) pursuant to court order, the Security of the Second Lien Creditors attach to the net proceeds of the disposal with the same priority and validity as the Security 117 held by the Second Lien Creditors on such Transaction Security, and the Security remains subject to the terms of this Agreement, or (ii) the net proceeds of a disposal of Transaction Security received by the Security Agent on behalf of the Senior Secured Creditors in excess of those necessary to achieve the full and final discharge of Senior Secured Liabilities are distributed in accordance with the UCC and applicable law, and (b) the net cash proceeds of any disposition under Section 363(b) of the Bankruptcy Code are permanently applied to the Bankruptcy Financing or to the Senior Secured Liabilities or are set aside for a wind-down, liquidation or similar fund. Nothing in this Agreement shall preclude the Second Lien Creditors from credit bidding all or any portion of the Second Lien Liabilities provided that any such bid contemplates the payment in full in cash of all Senior Secured Liabilities at closing of any such bid. Notwithstanding the foregoing, a Second Lien Agent, on behalf of itself and the other Second Lien Creditors it represents, may raise any objections to any such disposal that could be raised by any creditor of the Obligors whose claims were not secured by any Security on such Transaction Security, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, the Second Lien Creditors may not raise any objections based on rights afforded by Sections 363(e) and (f) of the US Bankruptcy Code to secured creditors (or by any comparable provision of any US Bankruptcy Law)) with respect to the Security granted to the Second Lien Creditors.

US Insolvency Proceedings. disposal of Transaction Security Notwithstanding anything to the contrary contained herein, the Second Lien Creditors will not contest, protest, or object, and will be deemed to have consented pursuant to Section 363(f) of the US Bankruptcy Code, to a disposal of Transaction Security, or the process or procedures for obtaining bids for and effecting a disposal of Transaction Security (including the right of the Senior Secured Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential disposal), or any motion or order in connection with any such disposal, process or procedures, under Section 363 of the US Bankruptcy Code (or any other provision of the US Bankruptcy Code or applicable US Bankruptcy Law), if the relevant Agent or Security Agent acting on behalf of the Senior Secured Creditors consents to such disposal, such process or procedures or such motion or order; provided that (a) either (i) pursuant to court order, the Security of the Second Lien Creditors attach to the net proceeds of the disposal with the same priority and validity as the Security held by the Second Lien Creditors on such Transaction Security, and the Security remains subject to the terms of this Agreement, or (ii) the net proceeds of a disposal of Transaction Security received by the Security Agent on behalf of the Senior Secured Creditors in 146 84894163_20 excess of those necessary to achieve the full and final discharge of Senior Secured Liabilities are distributed in accordance with the UCC and applicable law, and (b) the net cash proceeds of any disposition under Section 363(b) of the Bankruptcy Code are permanently applied to the Bankruptcy Financing or to the Senior Secured Liabilities or are set aside for a wind-down, liquidation or similar fund. Nothing in this Agreement shall preclude the Second Lien Creditors from credit bidding all or any portion of the Second Lien Liabilities provided that any such bid contemplates the payment in full in cash of all Senior Secured Liabilities at closing of any such bid. Notwithstanding the foregoing, a Second Lien Agent, on behalf of itself and the other Second Lien Creditors it represents, may raise any objections to any such disposal that could be raised by any creditor of the Obligors whose claims were not secured by any Security on such Transaction Security, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, the Second Lien Creditors may not raise any objections based on rights afforded by Sections 363(e) and (f) of the US Bankruptcy Code to secured creditors (or by any comparable provision of any US Bankruptcy Law)) with respect to the Security granted to the Second Lien Creditors.