Common use of Asset Dispositions in an Insolvency or Liquidation Proceeding Clause in Contracts

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. (a) Without limiting the ABL Prior Lien Agent’s and the ABL Prior Lien Claimholders’ rights under Section 3.01(b3.1(b), neither the First any Subordinated Lien Agents Agent nor any other First Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Prior Lien Claimholders, and the First each Subordinated Lien Agents Agent and each other First Subordinated Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code or any other applicable provision of any other Bankruptcy Law (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 Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce First Prior Lien ObligationsObligations or any DIP Financing secured by a prior Lien on such ABL Priority Collateral, the ABL each Subordinated Lien Agent shall retain a Lien on such Proceeds in accordance with the terms respective priorities described in Section 2.1. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of this Agreementthe Subordinated Lien Claimholders from exercising a credit bid in a sale or other disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code or any other applicable provision of any other Bankruptcy Law with respect to any ABL Priority Collateral; provided further that the ABL Agent’s in connection with and the ABL Claimholders’ rights under Sections 3.03 and 3.04 shall survive any immediately after giving effect to such sale or dispositionand credit bid there occurs a Discharge of Prior Lien Obligations.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the First Lien Agents Notes Agent and each other First Lien 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, Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(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 Note Claimholders and made subject to Section 3.03(d3.3(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 Note 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 Note 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 3.3 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Collateral Agent’s and the ABL ClaimholdersSecured Parties’ rights under Section 3.01(b2.5(b), neither the First Lien Agents Term Collateral Agent nor any other First Lien Claimholder Term Loan Secured Party shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose (or support, directly or indirectly, any sale or disposition of other Person seeking to oppose) any ABL Priority Collateral motion by a Grantor that is supported by the ABL ClaimholdersSecured Parties (i) for any Disposition of any ABL Priority Collateral free and clear of Liens or other claims, under Section 363 or 1129 of the Bankruptcy Code (or any similar provision under applicable Bankruptcy Law) or otherwise, or (ii) to approve any proposed procedures for the Disposition of any ABL Priority Collateral of any of the Grantors, and the First Lien Agents Term Collateral Agent and each other First Lien Claimholder Term Loan Secured Party will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (or any similar provision under applicable Bankruptcy Law) (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders Secured Parties and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations, Obligations the First Lien Agents Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this AgreementAgreement (including the Lien priorities set forth in Section 2.1). (b) Without limiting the First Lien Agents’ Term Collateral Agent’s and the First Lien ClaimholdersTerm Loan Secured Parties’ rights under Section 3.02(b2.6(b), neither the ABL Collateral Agent nor any other ABL Claimholder Secured Party shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose (or support, directly or indirectly, any sale or disposition of other Person seeking to oppose) any Notes Priority Collateral motion by a Grantor that is supported by the First Lien Claimholders Term Loan Secured Parties and made subject to Section 3.03(d)3.1(d) (i) for any Disposition of any Term Priority Collateral free and clear of Liens or other claims, under Section 363 or 1129 of the Bankruptcy Code (or any similar provision under applicable Bankruptcy Law) or otherwise, or (ii) to approve any proposed procedures for the Disposition of any Term Priority Collateral of any of the Grantors, and the ABL Collateral Agent and each other ABL Claimholder Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (or any similar provision under applicable Bankruptcy Law) (and otherwise) to any sale of any Notes Term Priority Collateral supported by the First Lien Claimholders Term Loan Secured Parties and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce First Lien Term Loan Obligations, the ABL Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this AgreementAgreement (including the Lien priorities set forth in Section 2.1); provided further provided, further, that the ABL Collateral Agent’s and the ABL ClaimholdersSecured Parties’ rights under Sections 3.03 3.1 and 3.04 3.2 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the First Lien Agents Notes Agent and each other First Lien 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, Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(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 Note Claimholders and made subject to Section 3.03(d3.3(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 Note 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 Note 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 3.3 and 3.04 3.4 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Notes 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 Notes Agent and each other First Lien Notes 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, Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Notes Claimholders’ rights under Section 3.02(b3.2(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 Notes Claimholders and made subject to Section 3.03(d3.3(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 Notes 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, Notes 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 Section 3.3 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the First Lien Agents Notes Agent and each other First Lien 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, Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(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 Note Priority Collateral that is supported by the First Lien Note Claimholders and made subject to Section 3.03(d3.3(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 Note Priority Collateral supported by the First Lien Note 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 Note 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 3.3 and 3.04 3.4 shall survive any such sale or disposition.

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.reduce

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the other ABL Claimholders’ rights under Section 3.01(b3.1(b), neither none of the First Lien Agents Notes Agent nor any other First Lien Notes 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 each Notes Agent and each other First Lien Notes 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 each Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (b) Without limiting the First First-Lien Agents’ Notes Agent’s and the First other First-Lien Notes Claimholders’ rights under Section 3.02(b3.2(b), neither none of the other Notes Agents nor any other of their respective Notes Claimholders nor 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 First-Lien Notes Claimholders and made subject to Section 3.03(d3.3(d), and the Second-Lien Notes Agent, each other Second-Lien Notes Claimholder, the Third-Lien Notes Agent, each other Third-Lien Notes Claimholder, 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 First-Lien Notes 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 First-Lien Notes Obligations, each other Notes Agent and the ABL Agent shall retain a Lien on such Proceeds in accordance with the terms of of, and having the relative priority set forth in, this Agreement; provided further provided, further, that the ABL Agent’s and Second-Lien Notes Agent shall have the ABL Claimholders’ rights under Sections 3.03 and 3.04 shall survive right to raise, in any such sale or dispositiondisposition of any Notes Priority Collateral under this Section 6.8(b), any objection or opposition available to it solely as an unsecured creditor (and not based on its status as a secured creditor or otherwise in contradiction to this Agreement).

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition Disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the First Lien Agents Notes Agent and each other First Lien 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, Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(b), neither the ABL Agent nor any other ABL Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition Disposition of any Notes Priority Collateral that is supported by the First Lien Note Claimholders and made subject to Section 3.03(d), 3.3 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 Note 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 Note 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 Section 3.3 shall survive any such sale or dispositionDisposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the First Lien Agents Notes Agent and each other First Lien 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, Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(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 Note Claimholders and made subject to Section 3.03(d3.3(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 Note Claimholders and made subject to Section 3.3(d) 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 Note 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 3.3 and 3.04 3.4 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Bank Agent’s and the ABL Bank Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Note Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Bank Priority Collateral that is supported by the ABL Bank Claimholders, and the First Lien Agents Note Agent and each other First Lien Note Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under applicable Bankruptcy Laws (including but not limited to Section 363 of the US Bankruptcy Code Code) (and otherwise) to any sale of any ABL Bank Priority Collateral supported by the ABL Bank 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, Bank Obligations the First Lien Agents Note Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Note Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(b), neither the ABL Bank Agent nor any other ABL Bank Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Notes Note Priority Collateral that is supported by the First Lien Claimholders Note Claimholders, will result in the Discharge of Additional Liquidity Facility Obligations, and is made subject to Section 3.03(d3.3(d), and the ABL Bank Agent and each other ABL Bank Claimholder will be deemed to have consented under applicable Bankruptcy Laws (including but not limited to Section 363 of the US Bankruptcy Code Code) (and otherwise) to any sale of any Notes Note Priority Collateral supported by the First Lien Note 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 Note Obligations, the ABL Bank Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement; provided further that the ABL Bank Agent’s and the ABL Bank Claimholders’ rights under Sections 3.03 and 3.04 shall survive any such sale or disposition.3.3 and

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Prior Lien Agent’s and the ABL Prior Lien Claimholders’ rights under Section 3.01(b3.1(b), neither the First any Subordinated Lien Agents Agent nor any other First Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition Disposition of any ABL Priority Collateral that is supported by the ABL Prior Lien Claimholders, and the First each Subordinated Lien Agents Agent and each other First Subordinated Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code or any similar Bankruptcy Law (and otherwise) to any sale of any ABL Priority Collateral supported by the 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 Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce First Prior Lien ObligationsObligations or any DIP Financing secured by a prior Lien on such ABL Priority Collateral, the ABL each Subordinated Lien Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement; provided further that respective priorities described in Section 2.1. (b) Without limiting the ABL Prior Lien Agent’s and the ABL Prior Lien Claimholders’ rights under Sections 3.03 Section 3.2(b), neither any Subordinated Lien Agent nor any other Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or Disposition of any Term Priority Collateral that is supported by the Prior Lien Claimholders, and 3.04 each Subordinated Lien Agent and each other Subordinated Lien Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code or any similar Bankruptcy Law (and otherwise) to any sale of any Term Priority Collateral supported by the Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce Prior Lien Obligations or any DIP Financing secured by a prior Lien on such Term Priority Collateral, each Subordinated Lien Agent shall survive retain a Lien on such Proceeds with the respective priorities described in Section 2.1. (c) Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of the Subordinated Lien Claimholders from exercising a credit bid in a sale or other Disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code or any similar Bankruptcy Law; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Prior Lien Obligations. (d) Until the Discharge of Prior Lien Obligations, no Subordinated Lien Agent or dispositionany other Subordinated Lien Claimholder shall, in an Insolvency or Liquidation Proceeding or otherwise, assert or enforce (or support any Person asserting or enforcing) any claim under Section 506(c) of the Bankruptcy Code (or any similar Bankruptcy Law) pari passu with the Liens on the Prior Lien Collateral securing the Prior Lien Obligations for costs or expenses of preserving or disposing of any Prior Lien Collateral. Furthermore, no Subordinated Lien Agent or any other Subordinated Lien Claimholder shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose or otherwise contest (or support any Person opposing or otherwise contesting) any lawful exercise by the Prior Lien Claimholders of the right to credit bid at any sale of the Prior Lien Collateral. (e) Until the Discharge of Prior Lien Obligations, each Subordinated Lien Agent or any other Subordinated Lien Claimholder shall in an Insolvency or Liquidation Proceeding waive any claim it may hereafter have against any Prior Lien Claimholder arising out of the election thereby of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar Bankruptcy Law) in connection with such Prior Lien Claimholder’s Prior Lien Collateral.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL SCF Agent’s and the ABL SCF Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority SCF Primary Collateral that is supported by the ABL SCF Claimholders, and the First Lien Agents Notes Agent and each other First Lien 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 SCF Primary Collateral supported by the ABL SCF Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds proceeds of such Collateral are not applied to reduce ABL Obligations, SCF Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(b), neither the ABL SCF Agent nor any other ABL SCF Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Notes Priority Note Primary Collateral that is supported by the First Lien Note Claimholders and made subject to Section 3.03(d3.3(d), and the ABL SCF Agent and each other ABL SCF Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Notes Priority Note Primary Collateral supported by the First Lien Note Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds proceeds of such Collateral are not applied to reduce First Lien Obligations, Note Obligations the ABL SCF Agent shall retain a Lien on such Proceeds proceeds in accordance with the terms of this Agreement; provided further that the ABL SCF Agent’s and the ABL SCF Claimholders’ rights under Sections 3.03 3.3 and 3.04 3.4 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Prior Lien Agent’s and the ABL Prior Lien Claimholders’ rights under Section 3.01(b3.1(b), neither the First any Subordinated Lien Agents Agent nor any other First Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Prior Lien Claimholders, and the First each Subordinated Lien Agents Agent and each other First Subordinated Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the 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 Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce First Prior Lien ObligationsObligations or any DIP Financing secured by a prior Lien on such ABL Priority Collateral, the ABL each Subordinated Lien Agent shall retain a Lien on such Proceeds in accordance with the terms respective priorities described in Section 2.1. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of this Agreementthe Subordinated Lien Claimholders from exercising a credit bid in a sale or other disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Prior Lien Obligations. (b) Without limiting the Prior Lien Agent’s and the Prior Lien Claimholders’ rights under Section 3.2(b), neither any Subordinated Lien Agent nor any other Subordinated Lien Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Priority Collateral that is supported by the Prior Lien Claimholders (but in the case of the ABL Claimholders, subject to their rights under Section 3.3(d)), and each Subordinated Lien Agent and each other Subordinated Lien Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Term Priority Collateral supported by the Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce Prior Lien Obligations or any DIP Financing secured by a prior Lien on such Term Priority Collateral, each Subordinated Lien Agent shall retain a Lien on such Proceeds with the respective priorities described in Section 2.1; provided further that the ABL Agent’s and the ABL Claimholders’ rights under Sections 3.03 3.3 and 3.04 3.4 shall survive any such sale or disposition. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of the Subordinated Lien Claimholders from exercising a credit bid in a sale or other disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Prior Lien Obligations.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Revolving Credit Agent’s and the ABL Revolving Credit Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Collateral Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Revolving Credit Primary Collateral that is supported by the ABL Revolving Credit 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 Note Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Notes Priority Revolving Credit Primary Collateral supported by the First Lien Revolving Credit Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds proceeds of such Collateral are not applied to reduce First Lien Obligations, Obligations the ABL Collateral Agent shall retain a Lien on such Proceeds proceeds in accordance with the terms of this Agreement. (b) Without limiting the Collateral Agent’s and the Note Claimholders’ rights under Section 3.2(b), neither the Revolving Credit Agent nor any other Revolving Credit Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or disposition of any Note Primary Collateral that is supported by the Note Claimholders and made subject to Section 3.3(d), and the Revolving Credit Agent and each other Revolving Credit Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Note Primary Collateral supported by the Note 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 Obligations the Revolving Credit Agent shall retain a Lien on such proceeds in accordance with the terms of this Agreement; provided further that the ABL Revolving Credit Agent’s and the ABL Revolving Credit Claimholders’ rights under Sections 3.03 3.3 and 3.04 3.4 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Notes Agent nor any other First Lien Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the First Lien Agents Notes Agent and each other First Lien 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, Obligations the First Lien Agents Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Notes Agent’s and the First Lien Note Claimholders’ rights under Section 3.02(b3.2(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 Note Priority Collateral that is supported by the First Lien Note Claimholders and made subject to Section 3.03(d3.3(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 Note Priority Collateral supported by the First Lien Note 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, Note 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 3.3 and 3.04 3.4 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Prior Lien Agent’s and the ABL Prior Lien Claimholders’ rights under Section 3.01(b3.1(b), neither the First any Subordinated Lien Agents Agent nor any other First Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Prior Lien Claimholders, and the First each Subordinated Lien Agents Agent and each other First Subordinated Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce Prior Lien Obligations or any DIP Financing secured by a prior Lien on such ABL ObligationsPriority Collateral, the First each Subordinated Lien Agents Agent shall retain a Lien on such Proceeds in accordance with the terms respective priorities described in Section 2.1. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of this Agreementthe Subordinated Lien Claimholders from exercising a credit bid in a sale or other disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Prior Lien Obligations. (b) Without limiting the First Prior Lien Agents’ Agent’s and the First Prior Lien Claimholders’ rights under Section 3.02(b3.2(b), neither the ABL any Subordinated Lien Agent nor any other ABL Subordinated Lien 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 Prior Lien Claimholders and made (but in the case of the ABL Claimholders, subject to their rights under Section 3.03(d3.3(d)), and the ABL each Subordinated Lien Agent and each other ABL Subordinated Lien 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 Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce First Prior Lien ObligationsObligations or any DIP Financing secured by a prior Lien on such Notes Priority Collateral, the ABL each Subordinated Lien Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreementrespective priorities described in Section 2.1; provided further that the ABL Agent’s and the ABL Claimholders’ rights under Sections 3.03 3.3 and 3.04 3.4 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents any Senior Secured Notes Agent nor any other First Lien Senior Secured Notes 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 Senior Secured Notes Agent and each other First Lien Senior Secured Notes 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 ObligationsObligations or any DIP Financing secured by a prior Lien on such ABL Priority Collateral, the First Lien Agents Senior Secured Notes Agent shall retain a Lien on such Proceeds in accordance with the terms respective priorities described in Section 2.1. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of this Agreementthe Senior Secured Notes Claimholders from exercising a credit bid in a sale or other disposition of their Senior Secured Notes Collateral under Section 363 of the Bankruptcy Code; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of ABL Obligations. (b) Without limiting the First Lien Agents’ Senior Secured Notes Agent’s and the First Lien Senior Secured Notes Claimholders’ rights under Section 3.02(b3.2(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 Senior Secured Notes Priority Collateral that is supported by the First Lien Senior Secured Notes Claimholders and made (but in the case of the ABL Claimholders, subject to their rights under Section 3.03(d3.3(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 Senior Secured Notes Priority Collateral supported by the First Lien Senior Secured Notes 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 Senior Secured Notes Obligations or any DIP Financing secured by a prior Lien Obligationson such Senior Secured Notes Priority Collateral, the ABL Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreementrespective priorities described in Section 2.1; provided further that the ABL Agent’s and the ABL Claimholders’ rights under Sections 3.03 3.3 and 3.04 3.4 shall survive any such sale or disposition.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting None of the ABL Term Loan Collateral Agent’s and , any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any of the ABL Claimholders’ rights under Section 3.01(b), neither the First Lien Agents nor any other First Lien Claimholder Additional Pari Passu Claimholders shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Current Asset Collateral that is supported by the ABL Revolving Credit Claimholders, and the First Lien Agents and each other First Lien Claimholder will be deemed to have irrevocablyTerm Loan Collateral Agent, 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 Term Loan 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 Additional Pari Passu Claimholders 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 Current Asset Collateral supported by the First Lien Revolving Credit Claimholders and to have released their Liens on such assets. (b) Neither the Revolving Credit Facility Collateral Agent nor any Revolving Credit Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Fixed Asset Collateral that is supported by the Term Loan Claimholders and the Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Fixed Asset Collateral supported by the Term Claimholders and the Additional Pari Passu 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 extent Revolving Credit Facility Collateral Agent have received at least 90 days’ prior notice of the Proceeds consummation 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 dispositionsale.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Prior Lien Agent’s 's and the ABL Prior Lien Claimholders’ ' rights under Section 3.01(b3.1(b), neither the First any Subordinated Lien Agents Agent nor any other First Subordinated Lien Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Prior Lien Claimholders, and the First each Subordinated Lien Agents Agent and each other First Subordinated Lien Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the 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 Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce First Prior Lien ObligationsObligations or any DIP Financing secured by a prior Lien on such ABL Priority Collateral, the ABL each Subordinated Lien Agent shall retain a Lien on such Proceeds in accordance with the terms respective priorities described in Section 2.1. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of this Agreementthe Subordinated Lien Claimholders from exercising a credit bid in a sale or other disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Prior Lien Obligations. (b) Without limiting the Prior Lien Agent's and the Prior Lien Claimholders' rights under Section 3.2(b), neither any Subordinated Lien Agent nor any other Subordinated Lien Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Priority Collateral that is supported by the Prior Lien Claimholders (but in the case of the ABL Claimholders, subject to their rights under Section 3.3(d)), and each Subordinated Lien Agent and each other Subordinated Lien Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Term Priority Collateral supported by the Prior Lien Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce Prior Lien Obligations or any DIP Financing secured by a prior Lien on such Term Priority Collateral, each Subordinated Lien Agent shall retain a Lien on such Proceeds with the respective priorities described in Section 2.1; provided further that the ABL Agent’s 's and the ABL Claimholders’ ' rights under Sections 3.03 3.3 and 3.04 3.4 shall survive any such sale or disposition. Notwithstanding the foregoing, this Agreement shall not be construed to in any way limit or impair the right of the Subordinated Lien Claimholders from exercising a credit bid in a sale or other disposition of their Subordinated Lien Collateral under Section 363 of the Bankruptcy Code; provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Prior Lien Obligations.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting Neither the ABL Agent’s and the ABL Claimholders’ rights under Section 3.01(b), neither the First Lien Agents Second Priority Agent nor any other First Lien Claimholder Second Priority Lender shall, in any an 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 assets 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 Grantor solely consisting of any Notes First Priority Collateral that is supported by the First Lien Claimholders and made subject to Section 3.03(d)Priority Lenders, and the ABL Second Priority Agent and each other ABL Claimholder Second Priority Lender 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 Priority Lenders and to have released their Liens on in such assets; provided that to (i) the extent foregoing shall not impair the Proceeds rights of such Collateral are not applied to reduce First Lien Obligations, the ABL Second Priority 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 Second Priority Lenders to credit bid under Sections 3.03 Section 363(k) of the Bankruptcy Code so long as the Discharge of First Priority Claims has occurred (or will occur in connection with such sale) and 3.04 shall survive (ii) the proceeds of any such sale or dispositiondisposition of such assets are applied in accordance with this Agreement. (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 provided that (i) the foregoing shall not impair the rights of the First Priority Agent and the First Priority Lenders to credit bid under Section 363(k) of the Bankruptcy Code so long as the Discharge of Second Priority Claims has occurred (or will occur in connection with such sale) and (ii) the proceeds of any such sale or disposition of such assets are applied in accordance with this Agreement.

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting the ABL Agent’s and the other ABL Claimholders’ rights under Section 3.01(b3.1(b), neither the First Lien Agents Term Debt Trustee nor any other First Lien Term Debt 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 Term Debt Trustee and each other First Lien Term Debt 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 assetsassets at the closing thereof; provided provided, that the payments and Proceeds of such sale are applied in accordance with this Agreement and to the extent the Proceeds of such ABL Collateral are not applied to reduce ABL Obligations, the First Lien Agents Term Debt Trustee shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. (b) Without limiting the First Lien Agents’ Term Debt Trustee’s and the First Lien other Term Debt Claimholders’ rights under Section 3.02(b3.2(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 Fixed Asset Collateral that is supported by the First Lien Claimholders and made subject to Section 3.03(d)Term Debt Claimholders, and the ABL Agent and each other ABL 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 Notes Priority ABL Collateral supported by the First Lien ABL Claimholders and to have released their Liens on such assetsassets at the closing thereof; provided provided, that the payments and Proceeds of such sale are applied in accordance with this Agreement and to the extent the Proceeds of such Fixed Asset Collateral are not applied to reduce First Lien Term Debt 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.