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

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 Term Administrative Agent Second Lien Representative nor any other Term Lender Second Lien Note Holder shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Property assets of any Obligor under Section 363 of the Bankruptcy Code that is supported by the Senior Revolving First Lien Claimholders, and the Term Administrative Agent Second Lien Representative and each other Term Lender Second Lien Note Holder will be deemed to have consented under Section 363 of the Bankruptcy Code to any such sale supported by the Senior Revolving First Lien Claimholders; provided provided, in any case, that the cash proceeds of such sale are used to permanently repay Senior Indebtedness First Lien Obligations and/or other permitted senior claims (i.e. “Excepted Liens”) on the assets subject of such sale. Neither the Term Administrative Agent Second Lien Representative nor any other Term Lender Second Lien Note Holder shall, in an Insolvency or Liquidation Proceeding or otherwise, assert in connection with any sale or disposition of any Property assets 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 IndebtednessFirst Lien Obligations.

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 assets 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 assets 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 Subordinated Obligations unless such credit bid includes a cash portion for any amounts with respect to the Senior Indebtedness.