Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b), neither the First Lien Agents nor any other First Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the First Lien Agents and each other First Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations, the First Lien Agents shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.
(b) Without limiting the First Lien Agents’ and the First Lien Claimholders’ rights under Section 3.02(b), neither the ABL Agent nor any other ABL Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Notes Priority Collateral that is supported by the First Lien Claimholders and made subject to Section 3.03(d), and the ABL Agent and each other ABL Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Notes Priority Collateral supported by the First Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce First Lien Obligations, the ABL Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement; provided further that the ABL Agent’s and the ABL Claimholders’ rights under Sections 3.03 and 3.04 shall survive any such sale or disposition.
Asset Dispositions in an Insolvency or Liquidation Proceeding. Neither the Term Administrative Agent nor any other Term Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Property of any Obligor under Section 363 of the Bankruptcy Code that is supported by the Senior Revolving Claimholders, and the Term Administrative Agent and each other Term Lender will be deemed to have consented under Section 363 of the Bankruptcy Code to any such sale supported by the Senior Revolving Claimholders; provided in any case, the cash proceeds of such sale are used to permanently repay Senior Indebtedness and/or other permitted senior claims (i.e. “Excepted Liens”) on the assets subject of such sale. Neither the Term Administrative Agent nor any other Term Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, assert in connection with any sale or disposition of any Property of any Obligor under Section 363 of the Bankruptcy Code any rights under Section 363(k) of the Bankruptcy Code or otherwise credit bid any of the Second Lien Obligations unless such credit bid includes a cash portion for any amounts with respect to the Senior Indebtedness.
Asset Dispositions in an Insolvency or Liquidation Proceeding. Neither the Second Priority Representative nor any other Second Priority Secured Party shall, in an Insolvency or Liquidation Proceeding, oppose any sale or other disposition of any assets of any Grantor that is supported by the First Priority Secured Parties, and the Second Priority Representative and each other Second Priority Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale or other disposition of assets supported by the First Priority Secured Parties and to have released their Liens on such assets; provided, to the extent such sale is to be free and clear of Liens, that the Liens securing the First Priority Obligations and the Second Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens released on the assets sold; provided, further, that they may assert any such objection that could be asserted by an unsecured creditor (without limiting the foregoing, neither the Second Priority Representative nor any other Second Priority Secured Party may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets).
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) No Term Loan Agent nor any other Term Loan Claimholder shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Revolving Credit Priority Collateral that is supported by the Revolving Credit Claimholders, and the Term Loan Agents and the other Term Loan Claimholders will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Revolving Credit Priority Collateral supported by the Revolving Credit Claimholders and to have released their Liens on such assets.
(b) No Revolving Credit Agent nor any other Revolving Credit Claimholder shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Term Loan Priority Collateral that is supported by the Term Loan Claimholders, and the Revolving Credit Agents and the other Revolving Credit Claimholders will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Term Loan Priority Collateral supported by the Term Claimholders and to have released their Liens on such assets; provided that this Section 6.8(b) shall not apply to any sale or disposition of Real Property unless the Revolving Credit Agents have received at least 90 days prior notice of the consummation of any such sale.
Asset Dispositions in an Insolvency or Liquidation Proceeding. Neither the Second Lien Agent nor any other Second Priority Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any assets of any Grantor constituting Common Collateral that is supported by the First Priority Lenders, and the Second Lien Agent and each other Second Priority Lender will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the First Priority Lenders and to have released their Liens in such assets.
Asset Dispositions in an Insolvency or Liquidation Proceeding. Without limiting the Revolving Credit Agent’s and the Revolving Credit Claimholders’ rights under Section 3.1(b), neither the Noteholder Collateral Agent nor any other Note Claimholder shall, in any Insolvency or Liquidation Proceeding with respect to any Grantor or otherwise, oppose any sale or disposition of any Collateral that is supported by the Revolving Credit Claimholders, and the Noteholder Collateral Agent and each other Note Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Collateral supported by the Revolving Credit Claimholders and to have released their Liens on such assets; provided that to the extent the proceeds of any Collateral are not applied to reduce Obligations the Noteholder Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of this Agreement.
Asset Dispositions in an Insolvency or Liquidation Proceeding. None of the Collateral Agent, the Trustee, or any other Indenture Holder shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any INMETCO Collateral that is supported by the INMETCO Facility Lenders, and the Collateral Agent, the Trustee and each other Indenture Holder will be deemed to have consented under Section 363 of Title 11 of the United States Code (and otherwise) to any such sale supported by the requisite INMETCO Facility Lenders (as determined in accordance with the Credit Agreement) and to have released their Liens in such assets.
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Neither the Second Priority Agent nor any other Second Priority Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any assets of any Grantor solely consisting of any First Priority Collateral that is supported by the First Priority Lenders, and the Second Priority Agent and each other Second Priority Lender will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the First Priority Lenders and to have released their Liens in such assets.
(b) Neither the First Priority Agent nor any other First Priority Lender shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any assets of any Grantor solely consisting of any Second Priority Collateral that is supported by the Second Priority Lenders, and the First Priority Agent and each other First Priority Lender will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Second Priority Lenders and to have released their Liens in such assets.
Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) None of the Note Collateral Agent or the other Indenture Secured Parties shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose or contest any marketing, sale, sale procedures or disposition of any assets of any Working Capital Loan Party made in accordance with this Agreement solely consisting of any Working Capital Loan Collateral that is supported by the Working Capital Agent, and the Note Collateral Agent and each other Indenture Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to such marketing, sale, sale procedures or disposition supported by the Working Capital Agent and to have released their Liens in such assets in accordance with this Agreement.
(b) The Working Capital Agent shall not, in an Insolvency or Liquidation Proceeding or otherwise, oppose or contest any marketing, sale, sale procedures or disposition of any assets of any Working Capital Loan Party made in accordance with this Agreement solely consisting of any Indenture Collateral that is supported by the Holders of the Notes, and the Working Capital Agent will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to such marketing, sale, sale procedures or disposition supported by the Indenture Secured Parties and to have released their Liens in such assets in accordance with this Agreement.
Asset Dispositions in an Insolvency or Liquidation Proceeding. Without limiting the ABL Facility Collateral Agent’s and the ABL Claimholders’ rights under Section 3.1(b), neither the Senior Secured Notes Agent nor any other Senior Secured Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or other Disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Senior Secured Notes Agent and each other Senior Secured Note Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Senior Secured Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.
