Common use of Bankruptcy Matters Clause in Contracts

Bankruptcy Matters. Until the Discharge of Priority Lien Obligations has occurred, if ION or any Guarantor shall be subject to any insolvency or liquidation proceeding and any Priority Lien Representative shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which such Priority Lien Representative, such Priority Lien Collateral Agent or any other creditor has a Lien or to permit ION or any Guarantor to obtain financing, whether from the Priority Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar bankruptcy law (“DIP Financing”), then the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) and to the extent the Liens securing the Priority Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, the Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not request adequate protection or any other relief in connection therewith (except (i) that the Priority Lien Representative acknowledges that the Parity Lien Representative may have adequate protection for its Liens on the Collateral to the same extent as the Priority Lien Representative, provided that such Liens are subordinated to any Liens of the Priority Lien Representative or (ii) as expressly agreed by the Priority Lien Representative); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining Priority Lien Obligations, shall not exceed an amount equal to 110% of the aggregate principal amount of Priority Lien Obligations outstanding immediately prior to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligations; provided, that any Liens which secure any part of the DIP Financing provided by any holders of the New Second Lien Convertible Notes shall be permitted, so long as they are junior to the Liens which secure the Priority Lien Obligations. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliates) under Section 363 of the Bankruptcy Code if the requisite Priority Lien Secured Parties have consented to such sale, liquidation or other disposition. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Priority Lien Secured Parties or their affiliates), including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the holders of the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the holders of the New Second Lien Convertible Notes under Section 363(k) of the Bankruptcy Code. The Trustee, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement of ION or any other Guarantor unless such plan is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the U.S. Bankruptcy Code or otherwise provides for the payment in full in case of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the effective date of such plan of reorganization. So long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Collateral Agent, neither the Collateral Agent nor any holder of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any insolvency or liquidation proceeding involving ION or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Priority Lien Secured Parties or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurred, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any insolvency or liquidation proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Representatives or (ii) oppose (or support any other Person in opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stay. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):

Bankruptcy Matters. Until All rights and licenses granted between the Discharge Parties under or pursuant to this Agreement shall, and shall otherwise be deemed to be, for purposes of Priority Lien Obligations has occurredthe Title 11 of the United States Code, if ION or as amended from time to time (together with any Guarantor shall be subject foreign equivalent, the “Bankruptcy Code”), licenses of rights to any insolvency or liquidation proceeding and any Priority Lien Representative shall desire to permit the use of “Cash Collateralintellectual property” (as such term is defined in under Section 363(a) 101 of the Bankruptcy Code. The Parties agree that in the event a Party becomes the subject of a case under the Bankruptcy Code, whether commenced voluntarily or involuntarily (such Party, a “Filing Party”), on which such Priority Lien Representative(a) the Filing Party, such Priority Lien Collateral Agent in its capacity as debtor or debtor-in-possession and as a Licensee under this Agreement, shall retain and may fully exercise all of its respective rights as a Licensee hereunder, and (b) to the extent any other creditor has license of rights under or pursuant to this Agreement does not constitute a Lien or license to permit ION or any Guarantor to obtain financing, whether from the Priority Lien Secured Parties or any other Person “intellectual property” as defined under Section 364 101 of the Bankruptcy Code or any similar bankruptcy law Code, the Filing Party, in its position as Licensor under this Agreement, acknowledges and agrees that: (i) this Agreement is a material inducement to the payments and transfers made under the SDA and the other Party (such Party, the “DIP FinancingNon-Filing Party”), then in its position as a Licensee under this Agreement, is relying on this Agreement in connection with its business and investment planning; (ii) this Agreement is not an executory contract and does not contain any material, ongoing obligations on the Trustee and Non-Filing Party, in its position as Licensee under this Agreement, relevant to the Collateral Agentstandard governing executory contracts; (iii) in the event the Non-Filing Party, on behalf of itself and the holders of the New Second Lien Convertible Notesin its position as Licensee under this Agreement, will not object were to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) lose its rights in and to the extent Licensed Marks, irreparable damage would occur to the Liens securing the Priority Lien Obligations are dischargedNon-Filing Party, subordinated in its position as Licensee under this Agreement, for which monetary damages alone could not provide sufficient remedy to or pari passu with such DIP FinancingParty; accordingly, the Collateral Agent will subordinate Filing Party, in its Liens in the Collateral to the Liens securing such DIP Financing position as a Licensor (and all Obligations relating thereto) and the Trustee and the Collateral Agent, on behalf of itself and the holders any debtor-in-possession or trustee of the New Second Lien Convertible Notesbusiness of Licensor), will cannot request adequate protection or any other relief in connection therewith (except (i) that the Priority Lien Representative acknowledges that the Parity Lien Representative may have adequate protection for its Liens on the Collateral to the same extent as the Priority Lien Representative, provided that such Liens are subordinated to any Liens of the Priority Lien Representative or (ii) as expressly agreed by the Priority Lien Representative); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining Priority Lien Obligations, and shall not exceed an amount equal attempt to 110% of the aggregate principal amount of Priority Lien Obligations outstanding immediately prior reject this Agreement pursuant to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligations; provided, that any Liens which secure any part of the DIP Financing provided by any holders of the New Second Lien Convertible Notes shall be permitted, so long as they are junior to the Liens which secure the Priority Lien Obligations. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliates) under Section 363 365 of the Bankruptcy Code if Code; and (iv) in the requisite Priority Lien Secured Parties have consented to such saleevent the Filing Party, liquidation in its position as a Licensor (or other disposition. The Trustee and the Collateral Agent, for itself and on behalf any debtor-in-possession or trustee of the holders business of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Priority Lien Secured Parties or their affiliatesLicensor), including orders does seek to retain professionals or set bid procedures reject this Agreement and in connection with the event such salerelief is granted, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (iiA) the salerejection shall be treated merely as breach of this Agreement and not its avoidance, liquidation rescission, or disposition of such assetstermination, (B) the rejection does not terminate the Non-Filing Party’s, in which event its position as Licensee under this Agreement, right to use the holders of Licensed Marks and has no effect upon this Agreement’s continued existence, (C) the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to Non-Filing Party, in its position as a Licensee under this Agreement, may elect rights under Section 363(f365(n) of the Bankruptcy Code and such motion does election shall not impair violate the rights automatic stay of the holders of the New Second Lien Convertible Notes under Section 363(k) 362 of the Bankruptcy Code, and (4) the Non-Filing Party, in its position as Licensee under this Agreement, shall be entitled to seek other equitable treatment relating to such rejection. The Trusteeforegoing provisions shall be and remain at all times subject to, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement of ION or any other Guarantor unless such plan is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the U.S. Bankruptcy Code or otherwise provides for the payment in full in case of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the effective date of such plan of reorganization. So long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Collateral Agent, neither the Collateral Agent nor any holder of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any insolvency or liquidation proceeding involving ION or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Priority Lien Secured Parties or the value of any claims of any such holder under Section 506(a) of permitted by, the Bankruptcy Code or (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurred, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any insolvency or liquidation proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Representatives or (ii) oppose (or support any other Person in opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stay. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):.

Bankruptcy Matters. Until (i) The Bankruptcy Court shall have entered the Discharge of Priority Lien Obligations has occurredConfirmation Order and (x) the time to appeal the Confirmation Order or to seek review, if ION rehearing or any Guarantor certiorari with respect to the Confirmation Order shall have expired, (y) unless otherwise waived by Administrative Agent, no appeal or petition for review, rehearing or certiorari with respect to the Confirmation Order shall be subject pending, and (z) the Confirmation Order shall otherwise be in full force and effect, and shall not have been vacated, reversed, modified, amended or stayed in any respect that, in the good faith judgment of Administrative Agent, is adverse to any insolvency or liquidation proceeding and any Priority Lien Representative shall desire to permit the use all of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code)Administrative Agent, on which such Priority Lien Representative, such Priority Lien Collateral Agent or any other creditor has a Lien or to permit ION or any Guarantor to obtain financing, whether from the Priority Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar bankruptcy law (“DIP Financing”), then the Trustee and the Collateral Lenders without the written consent of Administrative Agent, on behalf ; (ii) the Plan of itself and the holders of the New Second Lien Convertible Notes, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) and to the extent the Liens securing the Priority Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, the Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (Reorganization and all Obligations relating thereto) and the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not request adequate protection or any other relief documents filed in connection therewith (except x) shall have become effective in accordance with their terms, and (iy) that shall not have been modified, altered, amended or otherwise changed or supplemented in any respect that, in the Priority Lien Representative acknowledges that good faith judgment of Administrative Agent, is adverse to any or all of Administrative Agent, Collateral Agent and the Parity Lien Representative may have adequate protection for its Liens on Lenders without the Collateral written consent of Administrative Agent; (iii) all conditions precedent to the same extent as the Priority Lien Representative, provided that such Liens are subordinated to any Liens effectiveness of the Priority Lien Representative or Plan of Reorganization (ii) as expressly agreed by other than the Priority Lien Representative); provided that the aggregate principal amount conversion of the DIP Financing, when taken together with any remaining Priority Lien ObligationsFacility to the Exit Facility pursuant hereto) shall have been satisfied, shall not exceed an amount equal to 110% of be satisfied substantially simultaneously with the aggregate principal amount of Priority Lien Obligations outstanding immediately prior to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligations; provided, that any Liens which secure any part conversion of the DIP Financing provided by any holders of Facility to the New Second Lien Convertible Notes Exit Facility, or shall be permitted, so long as they are junior to waived (with the Liens which secure prior written consent of Administrative Agent); and (iv) the Priority Lien Obligations. The Trustee transactions contemplated by the Plan of Reorganization and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object Confirmation Order to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliates) under Section 363 of the Bankruptcy Code if the requisite Priority Lien Secured Parties have consented to such sale, liquidation or other disposition. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Priority Lien Secured Parties or their affiliates), including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the holders of the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the holders of the New Second Lien Convertible Notes under Section 363(k) of the Bankruptcy Code. The Trustee, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement of ION or any other Guarantor unless such plan is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the U.S. Bankruptcy Code or otherwise provides for the payment in full in case of all Priority Lien Obligations (including all post-petition interest, fees and expenses) occur on the effective date of such plan the Plan of reorganization. So long as Reorganization and the Discharge of Priority Lien Obligations has not occurred, without Confirmation Order shall be consummated on the express written consent effective date of the Priority Lien Collateral AgentPlan of Reorganization (and pursuant to the Plan of Reorganization, neither the Collateral Agent nor any holder Exit Credit Parties and their respective property shall have been discharged from, and have no further liability with respect to, Claims and Liens against the Exit Credit Parties provided in the Plan of Reorganization) and substantially simultaneously with the occurrence of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any insolvency or liquidation proceeding involving ION or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Priority Lien Secured Parties or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurred, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any insolvency or liquidation proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Representatives or (ii) oppose (or support any other Person in opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stay. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):Exit Facility Conversion Date.

Bankruptcy Matters. Until As soon as practicable following the Discharge execution of Priority Lien Obligations has occurredthis Agreement, if ION or any Guarantor Seller shall be subject to any insolvency or liquidation proceeding file the Voluntary Petition, the First Day Motions, the Plan of Reorganization and any Priority Lien Representative shall desire to permit the use of “Cash Collateral” related Disclosure Statement (as such term is defined in Section 363(athe Plan of Reorganization) with the Bankruptcy Court. If, prior to the filing of the Voluntary Petition, an involuntary petition under the Bankruptcy Code is filed naming Seller as a debtor and seeking relief under chapter 7 or 11 of the Bankruptcy Code), on which such Priority Lien Representative, such Priority Lien Collateral Agent or any other creditor has a Lien or to permit ION or any Guarantor then Seller shall promptly take all commercially reasonable steps to obtain financing, whether from the Priority Lien Secured Parties or any other Person an order for relief under Section 364 of a voluntary chapter 11 case under the Bankruptcy Code and shall undertake the rest of its obligations under this Agreement consistent with the Voluntary Petition and Plan of Reorganization. Before any motion or any similar bankruptcy law (“DIP Financing”), then the Trustee and the Collateral Agent, other filing may be made by or on behalf of itself Seller in the Bankruptcy Case with regard to any matters that affect this Agreement, the other Seller Documents, the Purchaser Documents, the Plan of Reorganization or any Approval Order in any material manner, Seller shall (a) provide a draft thereof to Purchasers and (b) make such changes thereto as are reasonably requested by Purchasers with regard to any matters that affect this Agreement, the holders other Seller Documents, the Purchaser Documents, the Plan of Reorganization or any Approval Order in any material manner. In addition, unless Seller and Purchasers otherwise agree, any such motion or other filing shall be consistent in all material respects with the terms of this Agreement, the other Seller Documents, the Purchaser Documents, the Plan of Reorganization, any other document contemplated by this Agreement or any Approval Order, and any such motion or other filing shall not disallow or impair, or attempt to disallow or impair, any allowed administrative priority claims granted to Purchasers or any Affiliate of Purchasers under and in accordance with the terms of this Agreement, the other Seller Documents, the Purchaser Documents, the Plan of Reorganization, any other document contemplated by this Agreement or any Approval Order. Seller shall use commercially reasonable efforts to oppose the inclusion of any provision in any motion or other filing in the Bankruptcy Case, whether or not proposed by Seller, that is materially inconsistent with the terms of this Agreement, the other Seller Documents, the Purchaser Documents, the Plan of Reorganization, any other document contemplated by this Agreement, any Approval Order or the consummation and carrying out of the New Second Lien Convertible Notes, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) transactions contemplated by this Agreement. From and to after the extent the Liens securing the Priority Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, the Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and the Trustee and the Collateral Agent, on behalf of itself and the holders filing of the New Second Lien Convertible NotesVoluntary Petition, will Seller shall keep Purchasers informed on a current basis with respect to all material objections (whether or not request adequate protection filed) to approval or any other relief in connection therewith (except (i) that the Priority Lien Representative acknowledges that the Parity Lien Representative may have adequate protection for its Liens on the Collateral to the same extent as the Priority Lien Representative, provided that such Liens are subordinated to any Liens consummation of the Priority Lien Representative transactions contemplated by this Agreement raised by or (ii) as expressly agreed by the Priority Lien Representative); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining Priority Lien Obligations, shall not exceed an amount equal to 110% of the aggregate principal amount of Priority Lien Obligations outstanding immediately prior to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligations; provided, that any Liens which secure any part of the DIP Financing provided by any holders of the New Second Lien Convertible Notes shall be permitted, so long as they are junior to the Liens which secure the Priority Lien Obligations. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliates) under Section 363 of the Bankruptcy Code if the requisite Priority Lien Secured Parties have consented to such sale, liquidation or other disposition. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Priority Lien Secured Parties or their affiliates), including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the holders of the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the holders of the New Second Lien Convertible Notes under Section 363(k) of the Bankruptcy Code. The Trustee, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement of ION Creditors Committee or any other Guarantor unless such plan is accepted by Person. Upon the class request of Priority Lien Secured Parties in accordance any Purchaser, Seller shall facilitate meetings and communications among Purchasers, Seller and the Creditors Committee. Purchaser shall cooperate with Section 1126(c) of the U.S. Bankruptcy Code or otherwise provides for the payment in full in case of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the effective date of such plan of reorganization. So long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Collateral Agent, neither the Collateral Agent nor any holder of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), Seller in any insolvency or liquidation proceeding involving ION matter reasonably requested by Seller to obtain Bankruptcy Court approval of this Agreement, the other Seller Documents, the Purchaser Documents, the Plan of Reorganization, any other document contemplated by this Agreement or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Priority Lien Secured Parties or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurred, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any insolvency or liquidation proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Representatives or (ii) oppose (or support any other Person in opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stay. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):Approval Order.

Bankruptcy Matters. Until (i) The U.S. Bankruptcy Court shall have entered the Discharge of Priority Lien Obligations has occurredInterim Order, if ION or any Guarantor shall be subject by no later than May 2, 2008, in form and substance satisfactory to any insolvency or liquidation proceeding and any Priority Lien Representative shall desire to permit Lenders, among other things, (A) approving the use of “Cash Collateral” transactions contemplated hereby, (as such term is defined in Section 363(aB) of the Bankruptcy Code), on which such Priority Lien Representative, such Priority Lien Collateral Agent or any other creditor has granting a Lien or to permit ION or any Guarantor to obtain financing, whether from the Priority Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar bankruptcy law (“DIP Financing”), then the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) and to the extent the Liens securing the Priority Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, the Collateral Agent will subordinate its Liens first priority perfected security interest in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not request adequate protection or any other relief in connection therewith (except (i) that the Priority Lien Representative acknowledges that the Parity Lien Representative may have adequate protection for its Liens on the Collateral to the same extent as the Priority Lien Representative, provided that such Liens are subordinated to any Liens of the Priority Lien Representative or (ii) as expressly agreed by the Priority Lien Representative); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining Priority Lien Obligations, shall not exceed an amount equal to 110% of the aggregate principal amount of Priority Lien Obligations outstanding immediately prior to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligations; provided, that any Liens which secure any part of the DIP Financing provided by any holders of the New Second Lien Convertible Notes shall be permitted, so long as they are junior to the Liens which secure the Priority Lien Obligations. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliates) under Section 363 of the Bankruptcy Code if the requisite Priority Lien Secured Parties have consented to such sale, liquidation or other disposition. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Priority Lien Secured Parties or their affiliates), including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented subject only to (i) such retention of professionals and bid procedures in connection with such salethe Carve-Out Expenses up to the Carve-Out Amount, liquidation or disposition of such assets and (ii) the saleIndenture Liens on Note Lien Collateral, liquidation or disposition (iii) the Indenture Adequate Protection Liens on Note Lien Collateral and (iv) Leasehold Priority Collateral Liens; (w) granting the Liens referenced in clause (iv) above, as well as the junior Indenture Adequate Protection on the DIP Priority Collateral; (C) authorizing the Credit Extensions hereunder in an amount not less than an amount otherwise sufficient to pay in full the obligations outstanding under the Pre-Petition Loan Documents; (D) modifying the automatic stay to permit the creation and perfection of such assetsLenders’ Liens and automatically vacating the automatic stay to permit enforcement of Lenders’ default-related rights and remedies under this Agreement, in which event the holders of the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to other Loan Documents and applicable law; (E) containing a good faith finding under Section 363(f364(e) of the Bankruptcy Code and setting a time limit consistent with Del. Bankr. L.R. 4001-2(a)(i)(B) for challenges to the Prior Lender Obligations and such motion does Interim Order shall not impair have been reversed, stayed, or (without the rights consent of the Administrative Agents) modified or amended. The Interim Order shall also include provisions, in form and substance satisfactory to the Administrative Agents, (V) granting permission for the use of cash and other collateral of the holders of the New Second Lien Convertible Notes obligations under the Pre-Petition Credit Agreement, (W) providing adequate protection as provided above, (X) with respect to collateral securing the obligations under the Pre-Petition Credit Agreement, granting waivers in respect of the “equities of the case” cutoff under Section 363(k552(b) of the Bankruptcy 107 Code, (Y) preventing Section 551 of the Bankruptcy Code from applying to preserve for the benefit of any Debtor’s estate any avoided security interest or Lien senior to a security interest or Lien securing the Obligations hereunder or the obligations under the Pre-Petition Credit Agreement and (Z) subject to the entry of the Final Order, including waivers of any charge to the collateral securing the Obligations hereunder or the obligations under the Pre-Petition Credit Agreement under Section 506(c) of the Bankruptcy Code. The Trustee, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement of ION or any other Guarantor unless such plan is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the U.S. Bankruptcy Code or otherwise provides for the payment in full in case of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the effective date of such plan of reorganization. So long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Collateral Agent, neither the Collateral Agent nor any holder of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any insolvency or liquidation proceeding involving ION or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Priority Lien Secured Parties or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurred, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any insolvency or liquidation proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Representatives or (ii) oppose (or support any other Person in opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stay. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):;

Bankruptcy Matters. Until The Borrower shall, at all times consistent with its obligations under the Discharge of Priority Lien Obligations has occurredRestructuring Support Agreement, if ION use commercially reasonable efforts to cause each Bankruptcy Court order the Borrower, or any Guarantor shall of its Subsidiaries, seeks in connection with the Case for the following matters to be subject reasonably acceptable to the Secured Parties in all material respects (including, without limitation and as a minimal step towards reasonableness, by the Borrower or any of its Subsidiaries providing copies of such orders and all pleadings relating thereto to the Secured Parties at least three (3) business days prior to the filing thereof with the Bankruptcy Court (not inclusive of the filing date) or as soon thereafter as reasonably practicable): (i) the treatment of this Agreement and the Parent Guarantee, including under the Lending Orders; (ii) any disclosure statement relating to any insolvency or liquidation proceeding and any Priority Lien Representative shall desire to permit plan of reorganization filed by the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which such Priority Lien Representative, such Priority Lien Collateral Agent or any other creditor has a Lien or to permit ION or any Guarantor to obtain financing, whether from the Priority Lien Secured Parties or any other Person Borrower under Section 364 of the Bankruptcy Code or any similar bankruptcy law (“DIP Financing”), then the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) and with respect to the extent the Liens securing the Priority Lien Obligations are dischargedCase, subordinated to or pari passu with such DIP Financing, the Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) related schedules, supplements and the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not request adequate protection or any other relief in connection therewith (except (i) that the Priority Lien Representative acknowledges that the Parity Lien Representative may have adequate protection for its Liens on the Collateral to the same extent as the Priority Lien Representative, provided that such Liens are subordinated to any Liens of the Priority Lien Representative or (ii) as expressly agreed by the Priority Lien Representative); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining Priority Lien Obligations, shall not exceed an amount equal to 110% of the aggregate principal amount of Priority Lien Obligations outstanding immediately prior to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligationsexhibits; provided, that any Liens which secure any part disclosure statement related to an Acceptable Plan of the DIP Financing provided by any holders of the New Second Lien Convertible Notes Reorganization, shall be permitted, so long as they are junior deemed “reasonably acceptable” to the Liens which secure the Priority Lien Obligations. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliatesin all respects in accordance with this Section 5.08, along with all related schedules, supplements and exhibits; (iii) under Section 363 of the Bankruptcy Code if the requisite Priority Lien Secured Parties have consented to such sale, liquidation or other disposition. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Priority Lien Secured Parties or their affiliates), including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the holders of the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the holders of the New Second Lien Convertible Notes under Section 363(k) of the Bankruptcy Code. The Trustee, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement under the Bankruptcy Code with respect to the Case, and all related schedules, supplements and exhibits; provided, that any Acceptable Plan of ION or any other Guarantor unless such plan is accepted by Reorganization shall be deemed “reasonably acceptable” to the class of Priority Lien Secured Parties in all respects in accordance with this Section 1126(c5.08; (iv) any proposed material asset sale of the U.S. Bankruptcy Code Borrower or otherwise provides for any of its Subsidiaries, taken as a whole; (v) any payment of a prepetition claim under the payment in full in case of all Priority Lien Obligations Case; and (including all post-petition interest, fees and expensesvi) any other event or condition that could reasonably be expected to have an adverse effect on the effective date of such plan of reorganization. So long as the Discharge of Priority Lien Obligations has not occurredrights, without the express written consent interests or remedies of the Priority Lien Collateral Agent, neither the Collateral Agent nor any holder of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any insolvency or liquidation proceeding involving ION or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Priority Lien Secured Parties Issuing Bank or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or Lender (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurred, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any insolvency or liquidation proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Representatives or (ii) oppose (or support any other Person in opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stay. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):capacities as such).

Bankruptcy Matters. Until Notwithstanding any other provision of this Agreement, the Discharge liability of the Issuer to the Collateral Administrator and any other Person hereunder is payable subject to and in accordance with the Priority Lien Obligations has occurredof Payments and is at all times limited in recourse to the Assets available at such time and amounts derived therefrom and following application of the Assets in accordance with the provisions of the Indenture, if ION or any Guarantor all obligations of and all remaining claims against the Issuer will be extinguished and shall not revive. No recourse shall be subject to had against any insolvency Officer, member, director, employee, security holder or liquidation proceeding incorporator of the Issuer or its successors and assigns for the payment of any Priority Lien Representative shall desire to permit the use amounts payable under this Agreement. The provisions of “Cash Collateral” (as such term is defined in Section 363(a5.4(d) of the Bankruptcy Code), on which Indenture shall apply mutatis mutandis as if set forth herein in full such Priority Lien Representative, such Priority Lien that neither the Collateral Agent or any other creditor has a Lien or to permit ION or any Guarantor to obtain financing, whether from the Priority Lien Secured Parties or Administrator nor any other Person will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all securities issued by the Issuer, institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under Section 364 of the Bankruptcy Code bankruptcy law or any similar bankruptcy law (“DIP Financing”)laws in any jurisdiction; provided, then the Trustee and however, that nothing herein shall be deemed to prohibit the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) and to the extent the Liens securing the Priority Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, the Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not request adequate protection or any other relief in connection therewith (except Administrator (i) from taking any action before the expiration of that period in (A) any case or Proceeding voluntarily filed or commenced by the Priority Lien Representative acknowledges that Issuer, the Parity Lien Representative may have adequate protection for its Liens on the Collateral to the same extent as the Priority Lien RepresentativeCo-Issuer or any Issuer Subsidiary or (B) any involuntary insolvency Proceeding filed or commenced by a person other than a Secured Party, provided that such Liens are subordinated to any Liens of the Priority Lien Representative or (ii) as expressly agreed by the Priority Lien Representative); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining Priority Lien Obligations, shall not exceed an amount equal to 110% of the aggregate principal amount of Priority Lien Obligations outstanding immediately prior to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligations; provided, that any Liens which secure any part of the DIP Financing provided by any holders of the New Second Lien Convertible Notes shall be permitted, so long as they are junior to the Liens which secure the Priority Lien Obligations. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliates) under Section 363 of the Bankruptcy Code if the requisite Priority Lien Secured Parties have consented to such sale, liquidation or other disposition. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Priority Lien Secured Parties or their affiliates), including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the holders of the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the holders of the New Second Lien Convertible Notes under Section 363(k) of the Bankruptcy Code. The Trustee, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement of ION or any other Guarantor unless such plan is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the U.S. Bankruptcy Code or otherwise provides for the payment in full in case of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the effective date of such plan of reorganization. So long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Collateral Agent, neither the Collateral Agent nor any holder of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any insolvency or liquidation proceeding involving ION or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by from commencing against any of the Priority Lien Secured Parties or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurredIssuer, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay Co-Issuer or any other stay in Issuer Subsidiary or any insolvency of their respective properties any legal action that is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Representatives or (ii) oppose (or support any other Person in opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stayProceeding. The Trustee and the Collateral Agent, for itself and on behalf provisions of the holders this Section 24 shall survive termination of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):this Agreement.