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 Collateral Agent’s and the ABL Secured Parties’ rights under Section 2.5(b), neither the Term Collateral Agent nor any other Term Loan Secured Party shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose (or support, directly or indirectly, any other Person seeking to oppose) any motion by a Grantor that is supported by the ABL Secured 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 Term Collateral Agent and each other 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 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 the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement (including the Lien priorities set forth in Section 2.1).

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting Neither the ABL Collateral Agent’s and the ABL Secured Parties’ rights under Section 2.5(b), neither the Term Collateral Agent Second-Priority Representative nor any other Term Loan Second-Priority Secured Party shall, in any an Insolvency or Liquidation Proceeding or otherwise, oppose (any sale or support, directly or indirectly, other disposition of any other Person seeking to oppose) assets of any motion by a Grantor that is supported by the ABL First-Priority Secured 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 GrantorsParties, and the Term Collateral Agent Second-Priority Representative and each other Term Loan Second-Priority 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 such sale or other disposition of any ABL Priority Collateral assets supported by the ABL First-Priority Secured Parties and to have released their Liens on such assets; provided that provided, to the extent such sale is to be free and clear of Liens, that the Proceeds 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 and further provided 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 provision of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such Collateral are not applied to reduce ABL Obligations the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement (including the Lien priorities set forth in Section 2.1assets).

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting Neither the ABL Collateral Agent’s and the ABL Secured Parties’ rights under Section 2.5(b), neither the Term Collateral Agent Second Priority Representative nor any other Term Loan Second Priority Secured Party shall, in any an Insolvency or Liquidation Proceeding or otherwiseProceeding, oppose (any sale or support, directly or indirectly, other disposition of any other Person seeking to oppose) assets of any motion by a Grantor that is supported by the ABL First Priority Secured 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 GrantorsParties, and the Term Collateral Agent Second Priority Representative and each other Term Loan Second Priority 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 such sale or other disposition of any ABL Priority Collateral assets supported by the ABL First Priority Secured Parties and to have released their Liens on such assets; provided that provided, to the extent such sale is to be free and clear of Liens, that the Proceeds 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 Collateral are not applied to reduce ABL Obligations the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement (including the Lien priorities set forth in Section 2.1assets).

Asset Dispositions in an Insolvency or Liquidation Proceeding. (a) Without limiting Neither the ABL Collateral Agent’s and the ABL Secured Parties’ rights under Section 2.5(b), neither the Term Collateral Agent Second Priority Representative nor any other Term Loan Second Priority Secured Party shall, in any an Insolvency or Liquidation Proceeding or otherwise, oppose (any sale or support, directly or indirectly, other disposition of any other Person seeking to oppose) assets of any motion by a Grantor that is supported by the ABL First Priority Secured 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 GrantorsParties, and the Term Collateral Agent Second Priority Representative and each other Term Loan Second Priority 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 such sale or other disposition of any ABL Priority Collateral assets supported by the ABL First Priority Secured Parties and to have released their Liens on such assets; provided that provided, to the extent such sale is to be free and clear of Liens, that the Proceeds Liens securing the First Lien 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 Collateral are not applied to reduce ABL Obligations the Term Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement (including the Lien priorities set forth in Section 2.1assets).