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

Asset Dispositions in an Insolvency Proceeding. (a) Neither the Term Facility Agent nor any other Term Facility Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Revolving Facility Priority Collateral that is supported by the Revolving Facility Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Revolving Facility Secured Parties and to have released their Liens on such Revolving Facility Priority Collateral; provided that (i) Revolving Facility Liens and Term Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1 and (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Term Facility Agent and the other Term Facility Secured Parties. (b) Neither the Revolving Facility Agent nor any other Revolving Facility Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Facility Priority Collateral that is supported by the Term Facility Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4.

Asset Dispositions in an Insolvency Proceeding. (a) Neither the Term Facility Loan Agent nor any other Term Facility Loan Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Revolving Facility ABL Priority Collateral that is supported by the Revolving Facility ABL Secured Parties, and the Term Facility Loan Agent and each other Term Facility Loan Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Revolving Facility ABL Secured Parties and to have released their Liens on such Revolving Facility ABL Priority Collateral; provided that (i) Revolving Facility ABL Liens and Term Facility Loan Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1 and (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Term Facility Loan Agent and the other Term Facility Loan Secured Parties. (b) Neither the Revolving Facility ABL Agent nor any other Revolving Facility ABL Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Facility Loan Priority Collateral that is supported by the Term Facility Loan Secured Parties, and the Revolving Facility ABL Agent and each other Revolving Facility ABL Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Loan Secured Parties and to have released their Liens on such Term Facility Loan Priority Collateral; provided that (i) Term Facility Loan Liens and Revolving Facility ABL Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility ABL Agent and the other Revolving Facility ABL Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Loan Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility ABL Obligations Payment Date will be subject to the rights of the Revolving Facility ABL Agent as set forth in Section 3.4.

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Collateral, each Representative, on behalf of itself and the Term Facility Agent nor other Secured Parties, without limiting any rights under Section 3.01, agrees that, until the First Priority Obligations Payment Date, they will not contest, protest or object (or support any other Term Facility Person in contesting, protesting or objecting) to, will not request adequate protection in connection with, and will be deemed to have consented pursuant to Section 363(f) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law to, any sale or disposition of any such Collateral free and clear of their Liens on or other interests in such Collateral under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law (and to any proposed bid protections, sale procedures, retention of professionals in connection with such sale or disposition and other similar matters related to such sale or disposition) if the First Priority Representative consents in writing to the sale or disposition, in each case so long as (i) either (A) pursuant to court order, all First Priority Liens attach to the proceeds of the sale or disposition for application in accordance with the distribution and allocation provisions of Section 4.01 (it being understood and agreed that such proceeds may not be sufficient to effect the occurrence of the First Priority Obligations Payment Date), or (B) the proceeds of the sale or disposition of such Collateral received by First Priority Representative in excess of those necessary to achieve the occurrence of the First Priority Obligations Payment Date, are distributed in accordance with this Agreement, the UCC and applicable law, and (ii) the rights of each Representative and Secured Parties to credit bid on such Collateral in any such sale or disposition in accordance with Section 5.06(b) are not impaired; provided that the cash component of such bid must be sufficient to, and must, cause the First Priority Obligations Payment Date to occur immediately upon the closing of any resulting sale or disposition. (b) Notwithstanding anything contained in this Agreement to the contrary, each Secured Party shallshall expressly have the right to bid or credit bid any of its Secured Obligations for or purchase the Collateral at any public, private or judicial foreclosure or sale of any Collateral (including a “partial credit bid”) or in an Insolvency Proceeding or otherwise, oppose ; provided that any such credit bid or partial credit bid of the Secured Obligations (other than the First Priority Obligations) must provide for the payment in full in cash of the First Priority Obligations on closing of any resulting disposition (to the extent then outstanding). (c) If a single sale or disposition of any Revolving Collateral includes both Intermediation Facility Priority Collateral that is supported by and Term Loan Priority Collateral, the Revolving allocation of proceeds shall be as provided in Section 4.01(d). If the parties are unable after negotiating in good faith to agree on the allocation of the purchase price between the Intermediation Facility Secured PartiesPriority Collateral and the Term Loan Priority Collateral, either party may apply to the court in such Insolvency Proceeding to make a determination of such allocation, and the Term Facility Agent court’s determination, once final and each other Term Facility Secured Party will non-appealable, shall be deemed to have consented under Section 363 of binding upon the Bankruptcy Code (and otherwise) to any sale supported by the Revolving Facility Secured Parties and to have released their Liens on such Revolving Facility Priority Collateral; provided that (i) Revolving Facility Liens and Term Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1 and (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Term Facility Agent and the other Term Facility Secured Partiesparties. (b) Neither the Revolving Facility Agent nor any other Revolving Facility Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Facility Priority Collateral that is supported by the Term Facility Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4.

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Common Collateral, the Term Facility Agent nor any Second Priority Representative, on behalf of itself and the other Term Facility Second Priority Secured Party Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that (i) none of them shall, in an Insolvency Proceeding or otherwiseProceeding, oppose any sale or disposition of any Revolving Facility Priority such Common Collateral that is supported by the Revolving Facility First Priority Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party (ii) they will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Revolving Facility First Priority Secured Parties and to have released their Liens on in such Revolving Facility Priority Common Collateral; provided that (ix) Revolving Facility Liens and Term Facility Liens will attach if the Second Priority Secured Parties (or the Second Priority Representative on their behalf) or the Third Priority Secured Parties (or the Third Priority Representative on their behalf) have consented to the proceeds of any such sale or disposition with of such assets, the same lien priorities set forth Second Priority Representative or the Second Priority Secured Parties, or the Third Priority Representative or the Third Priority Secured Parties, as the case may be, may assert any objection or opposition that could be asserted by an unsecured creditor in Section 2.1 any such Insolvency Proceeding and (iiy) Credit Bid Rights the Second Priority Representative and the Second Priority Secured Parties or the Third Priority Representative and the Third Priority Secured Parties, as the case may be, shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as (A) the First Priority Obligations Payment Date shall have been granted to occur upon consummation of such sale or disposition or (B) in the Term Facility Agent and case of a credit bid described in Section 5.6(c), the other Term Facility Secured Partiesconditions set forth Section 5.6(c) are satisfied. (b) Neither Notwithstanding anything (other than clause (y) of Section 5.6(a)) to the Revolving Facility Agent contrary herein, the New Money Term Loan Agent, on behalf of itself and the New Money Term Loan Secured Parties, agrees that, during the pendency of the Existing Chapter 11 Cases, none of them shall be entitled to, nor shall any other Revolving Facility of them, credit bid or seek to credit bid any claims in respect of New Money Term Loan Secured Party shallObligations (such claims, the “Applicable Claims”) in connection with any Specified Sale to the extent that the aggregate amount of Applicable Claims that have been so credit bid would exceed the Available Credit Bid Amount. (c) Without limiting clause (y) of Section 5.6(a) and to the extent permitted by applicable law, in an Insolvency Proceeding or otherwise, oppose any sale or disposition the case of any Term Facility Priority Specified Sale that is to be effected during the pendency of the Existing Chapter 11 Cases, and with respect to any Common Collateral that is supported by to be included in any such Specified Sale, the New Money Term Facility Loan Secured PartiesParties may credit bid Applicable Claims, and subject to the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 satisfaction of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that following conditions: (i) Term Facility Liens and Revolving Facility Liens will attach to The aggregate amount of all Applicable Claims that have been credit bid shall not exceed at any time the proceeds of any Available Credit Bid Amount at such sale or disposition with the same lien priorities set forth in Section 2.1, time; and (ii) Credit Bid Rights in respect of Immediately after giving effect to any Specified Sale that includes any such sale or disposition credit bid, immediately before and after giving effect thereto and giving effect to the use of proceeds thereof (x) no default under the ABL Credit Agreement shall have been granted to the Revolving Facility Agent occurred and the other Revolving Facility Secured Parties be continuing and (iiiy) any the sum of (1) the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed aggregate principal amount of by all Revolving Loans (as defined in the Term Facility Agent ABL Credit Agreement) then outstanding plus (pursuant to an Enforcement Action2) prior to the Revolving Facility aggregate Letter of Credit Obligations Payment Date will be subject to (as defined in the rights of ABL Credit Agreement) then outstanding and not cash collateralized shall not exceed the Revolving Facility Agent Line Cap (as set forth defined in Section 3.4the ABL Credit Agreement).

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Common Collateral, the Term Facility Agent nor any Second Priority Representative, on behalf of itself and the other Term Facility Second Priority Secured Party Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that (i) none of them shall, in an Insolvency Proceeding or otherwiseProceeding, oppose any sale or disposition of any Revolving Facility Priority such Common Collateral that is supported by the Revolving Facility First Priority Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party (ii) they will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Revolving Facility First Priority Secured Parties and to have released their Liens on in such Revolving Facility Priority Common Collateral; provided that (ix) Revolving Facility Liens and Term Facility Liens will attach if the Second Priority Secured Parties (or the Second Priority Representative on their behalf) or the Third Priority Secured Parties (or the Third Priority Representative on their behalf) have consented to the proceeds of any such sale or disposition with of such assets, the same lien priorities set forth Second Priority Representative or the Second Priority Secured Parties, or the Third Priority Representative or the Third Priority Secured Parties, as the case may be, may assert any objection or opposition that could be asserted by an unsecured creditor in Section 2.1 any such Insolvency Proceeding and (iiy) Credit Bid Rights the Second Priority Representative and the Second Priority Secured Parties or the Third Priority Representative and the Third Priority Secured Parties, as the case may be, shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as (A) the First Priority Obligations are paid in full in cashPayment Date shall have been granted to occur upon consummation of such sale or disposition or (B) in the Term Facility Agent and case of a credit bid described in Section 5.6(c), the other Term Facility Secured Partiesconditions set forth Section 5.6(c) are satisfied. (b) Neither Notwithstanding anything (other than clause (y) of Section 5.6(a)) to the Revolving Facility Agent contrary herein, the New Money Term Loan Agent, on behalf of itself and the New Money Term Loan Secured Parties, agrees that, during the pendency of the Existing Chapter 11 Cases, none of them shall be entitled to, nor shall any other Revolving Facility of them, credit bid or seek to credit bid any claims in respect of New Money Term Loan Secured Party shallObligations (such claims, the “Applicable Claims”) in connection with any Specified Sale to the extent that the aggregate amount of Applicable Claims that have been so credit bid would exceed the Available Credit Bid Amount. (c) Without limiting clause (y) of Section 5.6(a) and to the extent permitted by applicable law, in an Insolvency Proceeding or otherwise, oppose any sale or disposition the case of any Term Facility Priority Specified Sale that is to be effected during the pendency of the Existing Chapter 11 Cases, and with respect to any Common Collateral that is supported by to be included in any such Specified Sale, the New Money Term Facility Loan Secured PartiesParties may credit bid Applicable Claims, and subject to the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 satisfaction of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that following conditions: (i) Term Facility Liens and Revolving Facility Liens will attach to The aggregate amount of all Applicable Claims that have been credit bid shall not exceed at any time the proceeds of any Available Credit Bid Amount at such sale or disposition with the same lien priorities set forth in Section 2.1, time; and (ii) Credit Bid Rights in respect of Immediately after giving effect to any Specified Sale that includes any such sale or disposition credit bid, immediately before and after giving effect thereto and giving effect to the use of proceeds thereof (x) no default under the ABL Credit Agreement shall have been granted to the Revolving Facility Agent occurred and the other Revolving Facility Secured Parties be continuing and (iiiy) any the sum of (1) the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed aggregate principal amount of by all Revolving Loans (as defined in the Term Facility Agent ABL Credit Agreement) then outstanding plus (pursuant to an Enforcement Action2) prior to the Revolving Facility aggregate Letter of Credit Obligations Payment Date will be subject to (as defined in the rights of ABL Credit Agreement) then outstanding and not cash collateralized shall not exceed the Revolving Facility Agent Line Cap (as set forth defined in Section 3.4the ABL Credit Agreement).

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Common Collateral, the Term Facility Agent nor any Second Priority Representative, on behalf of itself and the other Term Facility Second Priority Secured Party Parties, agrees that (i) none of them shall, in an Insolvency Proceeding Proceeding, object to or otherwise, oppose (or support any Person in objecting to or opposing) any sale or disposition of any Revolving Facility Priority such Common Collateral that is supported by the Revolving Facility First Priority Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party (ii) they will be deemed to have consented under Section section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Revolving Facility First Priority Secured Parties free and clear of the Liens of the Second Priority Representative and the other Second Priority Secured Parties or other claims under Sections 363, 365 or 1129 of the Bankruptcy Code (and including any motion for bid procedures or other procedures related to have released their Liens on such Revolving Facility Priority Collateralthe sale or disposition); provided that (iA) Revolving Facility Liens and Term Facility Liens will attach the Lien of the Second Priority Representative shall remain in place with respect to the any proceeds of any such sale or disposition with that are not applied to the same lien priorities set forth in Section 2.1 repayment of the First Priority Obligations and (iiB) Credit Bid Rights the Second Priority Representative and the Second Priority Secured Parties shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as the First Priority Obligations Payment Date shall occur upon consummation of such sale or disposition; provided that the Second Priority Secured Parties shall not be deemed to have been granted agreed to the Term Facility Agent any credit bid by other Secured Parties in connection with a single sale of both ABL Priority Collateral and the other Term Facility Secured PartiesLC Priority Collateral. (b) Neither the Revolving Facility Agent nor any other Revolving Facility Secured Party shall, [Reserved.] (c) If a single sale or disposition of Common Collateral in an Insolvency Proceeding or otherwiseincludes both ABL Priority Collateral and LC Priority Collateral, oppose the allocation of proceeds shall be as provided in Section 4.2(c)(including any sale or disposition of any Term Facility Priority Collateral that is supported by the Term Facility Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; equity interests as provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4therein).

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Common Collateral, the Term Facility Agent nor any Second Priority Representative, on behalf of itself and the other Term Facility Second Priority Secured Party Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that (i) none of them shall, in an Insolvency Proceeding or otherwiseProceeding, oppose any sale or disposition of any Revolving Facility Priority such Common Collateral that is supported by the Revolving Facility First Priority Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party (ii) they will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Revolving Facility First Priority Secured Parties and to have released their Liens on in such Revolving Facility Priority Common Collateral; provided that (ix) Revolving Facility Liens and Term Facility Liens will attach if the Second Priority Secured Parties (or the Second Priority Representative on their behalf) or the Third Priority Secured Parties (or the Third Priority Representative on their behalf) have consented to the proceeds of any such sale or disposition with of such assets, the same lien priorities set forth Second Priority Representative or the Second Priority Secured Parties, or the Third Priority Representative or the Third Priority Secured Parties, as the case may be, may assert any objection or opposition that could be asserted by an unsecured creditor in Section 2.1 any such Insolvency Proceeding and (iiy) Credit Bid Rights the Second Priority Representative and the Second Priority Secured Parties or the Third Priority Representative and the Third Priority Secured Parties, as the case may be, shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as (A) the First Priority Obligations Payment Date shall have been granted to occur upon consummation of such sale or disposition or (B) in the Term Facility Agent and case of a credit bid described in Section 5.6(c), the other Term Facility Secured Partiesconditions set forth Section 5.6(c) are satisfied. (b) Neither Notwithstanding anything (other than clause (y) of Section 5.6(a)) to the Revolving Facility Agent contrary herein, the New Money Term Loan Agent, on behalf of itself and the New Money Term Loan Secured Parties, agrees that, during the pendency of the Existing Chapter 11 Cases, none of them shall be entitled to, nor shall any other Revolving Facility of them, credit bid or seek to credit bid any claims in respect of New Money Term Loan Secured Party shallObligations (such claims, the “Applicable Claims”) in connection with any Specified Sale to the extent that the aggregate amount of Applicable Claims that have been so credit bid would exceed the Available Credit Bid Amount. (c) Without limiting clause (y) of Section 5.6(a) and to the extent permitted by applicable law, in an Insolvency Proceeding or otherwise, oppose any sale or disposition the case of any Term Facility Priority Specified Sale that is to be effected during the pendency of the Existing Chapter 11 Cases, and with respect to any Common Collateral that is supported by to be included in any such Specified Sale, the New Money Term Facility Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Loan Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1may credit bid Applicable Claims, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights satisfaction of the Revolving Facility Agent as set forth in Section 3.4.following conditions:

Asset Dispositions in an Insolvency Proceeding. (a) Neither No Secured Counterparty shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Credit Agreement Primary Collateral that is supported by any Credit Agreement Secured Parties, and each Secured Counterparty will be deemed to have consented under Section 363 of the Term Facility Agent nor Bankruptcy Code (and otherwise) to any other Term Facility sale supported by the Credit Agreement Secured Parties in the Credit Agreement Primary Collateral and to have released their Liens in such assets. (b) No Credit Agreement Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Revolving Facility Priority Secured Counterparty Primary Collateral that is supported by the Revolving Facility any Secured PartiesCounterparties, and the Term Facility Agent and each other Term Facility Credit Agreement Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Revolving Facility Secured Parties Counterparties in the Secured Counterparty Primary Collateral and to have released their Liens on in such Revolving Facility Priority Collateral; provided that (i) Revolving Facility Liens and Term Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1 and (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Term Facility Agent and the other Term Facility Secured Partiesassets. (bc) Neither the Revolving Facility Agent nor any other Revolving Facility No Secondary Secured Party Counterparty shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Facility Priority other Secured Counterparty’s Secured Counterparty Primary Collateral that is supported by the Term Facility such other Secured PartiesCounterparty, and each Secondary Secured Counterparty will be deemed to have consented under Section 363 of the Revolving Facility Agent Bankruptcy Code (and each other Revolving Facility otherwise) to any sale supported by a Primary Secured Party Counterparty in its Secured Counterparty Primary Collateral and to have released their Liens in such assets. (d) Sowood shall not, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Collateral that is supported by any Credit Agreement Secured Parties or any Secured Counterparties, and Sowood will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Credit Agreement Secured Parties or the Secured Counterparties in the Collateral and to have released their Liens on in such Term Facility Priority Collateral; provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4assets.

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Common Collateral, the Term Facility Agent nor any Second Priority Representative, on behalf of itself and the other Term Facility Second Priority Secured Party Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that (i) none of them shall, in an Insolvency Proceeding Proceeding, object to or otherwise, oppose (or support any Person in objecting to or opposing) any sale or disposition of any Revolving Facility Priority such Common Collateral that is supported by the Revolving Facility First Priority Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party (ii) they will be deemed to have consented under Section section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Revolving Facility First Priority Secured Parties free and to have released their clear of any Liens on or other claims in such Revolving Facility Priority Common Collateral; provided that (ix) Revolving Facility Liens and Term Facility Liens will attach if the Second Priority Secured Parties (or the Second Priority Representative on their behalf) or the Third Priority Secured Parties (or the Third Priority Representative on their behalf) have consented (or are deemed to the proceeds of any have consented) to such sale or disposition with of such assets, the same lien priorities set forth Second Priority Representative or the Second Priority Secured Parties, or the Third Priority Representative or the Third Priority Secured Parties, as the case may be, may assert any objection or opposition that could be asserted by an unsecured creditor in Section 2.1 any such Insolvency Proceeding and (iiy) Credit Bid Rights the Second Priority Representative and the Second Priority Secured Parties or the Third Priority Representative and the Third Priority Secured Parties, as the case may be, shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as the First Priority Obligations Payment Date shall occur upon consummation of such sale or disposition; provided that the Second Priority Secured Parties shall not be deemed to have been granted agreed to the any credit bid by other Secured Parties in connection with a single sale of both ABL Priority Collateral and Term Facility Agent and the other Term Facility Secured PartiesLoan Priority Collateral. (b) Neither With respect to each Type of Common Collateral (but without limiting, and subject in all respects to, Section 5.6(a)), the Revolving Facility Agent nor any Third Priority Representative, on behalf of itself and the other Revolving Facility Third Priority Secured Party Parties, agrees that (i) none of them shall, in an Insolvency Proceeding Proceeding, object to or otherwise, oppose (or support any Person in objecting to or opposing) any sale or disposition of any Term Facility Priority such Common Collateral that is supported by the Term Facility Second Priority Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party (ii) they will be deemed to have consented under Section section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Term Facility Second Priority Secured Parties free and to have released their clear of any Liens on or other claims in such Term Facility Priority Common Collateral; provided that (ix) Term Facility Liens and Revolving Facility Liens will attach if the Third Priority Secured Parties (or the Third Priority Representative on their behalf) have consented (or are deemed to the proceeds of any have consented) to such sale or disposition with of such assets, the same lien priorities set forth Third Priority Secured Parties, as the case may be, may assert any objection or opposition that could be asserted by an unsecured creditor in Section 2.1any such Insolvency Proceeding and (y) the Third Priority Representative and the Third Priority Secured Parties, (ii) Credit Bid Rights as the case may be, shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as the Second Priority Obligations Payment Date shall have been granted to occur upon consummation of such sale or disposition. (c) If a single sale or disposition of Collateral in an Insolvency Proceeding includes both ABL Priority Collateral and Term Loan Priority Collateral, the Revolving Facility ABL Agent and the Senior Term Loan Agent shall use commercially reasonable efforts in good faith to allocate the proceeds received in connection with such sale or disposition between the ABL Priority Collateral and the Term Loan Priority Collateral. If the ABL Agent and the Senior Term Loan Agent are unable to agree on such allocation within ten (10) Business Days (or such other Revolving Facility Secured Parties period of time as ABL Agent and (iiithe Senior Term Loan Agent agree) any of the Intellectual Property constituting Term Facility Priority Collateral that is soldconsummation of such sale or disposition, transferred or otherwise disposed then either of by the Term Facility Agent (pursuant them may apply to an Enforcement Action) prior a court of competent jurisdiction to make a determination as to the Revolving Facility Obligations Payment Date will allocation of such proceeds. It is understood and agreed that proceeds of equity interests (other than, for the avoidance of doubt, cash equivalents) shall not be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4this section and shall constitute Term Loan Priority Collateral.

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Collateral, each Representative, on behalf of itself and the Term Facility Agent nor other Secured Parties, without limiting any rights under Section 3.01, agrees that, until the First Priority Obligations Payment Date, they will not contest, protest or object (or support any other Term Facility Person in contesting, protesting or objecting) to, will not request adequate protection in connection with, and will be deemed to have consented pursuant to Section 363(f) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law to, any sale or disposition of any such Collateral free and clear of their Liens on or other interests in such Collateral under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law (and to any proposed bid protections, sale procedures, retention of professionals in connection with such sale or disposition and other similar matters related to such sale or disposition) if the First Priority Representative consents in writing to the sale or disposition, in each case so long as (i) either (A) pursuant to court order, all First Priority Liens attach to the proceeds of the sale or disposition for application in accordance with the distribution and allocation provisions of Section 4.01 (it being understood and agreed that such proceeds may not be sufficient to effect the occurrence of the First Priority Obligations Payment Date), or (B) the proceeds of the sale or disposition of such Collateral received by First Priority Representative in excess of those necessary to achieve the occurrence of the First Priority Obligations Payment Date, are distributed in accordance with this Agreement, the UCC and applicable law, and (ii) the rights of each Representative and Secured Parties to credit bid on such Collateral in any such sale or disposition in accordance with Section 5.06(b) are not impaired; provided that the cash component of such bid must be sufficient to, and must, cause the First Priority Obligations Payment Date to occur immediately upon the closing of any resulting sale or disposition. (b) Notwithstanding anything contained in this Agreement to the contrary, each Secured Party shallshall expressly have the right to bid or credit bid any of its Secured Obligations for or purchase the Collateral at any public, private or judicial foreclosure or sale of any Collateral (including a “partial credit bid”) or in an Insolvency Proceeding or otherwise, oppose ; provided that any such credit bid or partial credit bid of the Secured Obligations (other than the First Priority Obligations) must provide for the payment in full in cash of the First Priority Obligations on closing of any resulting disposition (to the extent then outstanding). (c) If a single sale or disposition of Collateral includes any Revolving of the Intermediation Facility Priority Collateral, the Renewables Intermediation Facility Priority Collateral that is supported by or the Revolving Term Loan Priority Collateral, the allocation of proceeds shall be as provided in Section 4.01(e). If the parties are unable, after negotiating in good faith, to agree on the allocation of the purchase price between the Intermediation Facility Secured PartiesPriority Collateral, the Renewables Intermediation Facility Priority Collateral and the Term Loan Priority Collateral, as applicable, any party may apply to the court in such Insolvency Proceeding to make a determination of such allocation, and the Term Facility Agent court’s determination, once final and each other Term Facility Secured Party will non-appealable, shall be deemed to have consented under Section 363 of binding upon the Bankruptcy Code (and otherwise) to any sale supported by the Revolving Facility Secured Parties and to have released their Liens on such Revolving Facility Priority Collateral; provided that (i) Revolving Facility Liens and Term Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1 and (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Term Facility Agent and the other Term Facility Secured Partiesparties. (b) Neither the Revolving Facility Agent nor any other Revolving Facility Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Facility Priority Collateral that is supported by the Term Facility Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4.

Asset Dispositions in an Insolvency Proceeding. (a) Neither the Term Facility Agent Junior Representative nor any other Term Facility Junior Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Revolving Facility Priority Senior Collateral that is supported by the Revolving Facility Senior Secured Parties, and the Term Facility Agent Junior Representative and each other Term Facility Junior Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Senior Collateral supported by the Revolving Facility Senior Secured Parties, free and clear of the Junior Liens so long (a) the requisite Senior Secured Parties have consented to such sale or other disposition of such assets, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of the Junior Secured Parties under Section 363(k) of the Bankruptcy Code (so long as the right of the Junior Secured Parties to offset their claim against the purchase price is only after the Senior Obligations (other than, with respect to the ABL Obligations, the Excess ABL Obligations) have been paid in full in cash), (c) either (i) pursuant to court order, the Junior Liens attach to the net proceeds of the sale or other disposition with the same priority and to have released their validity as the Junior Liens on such Revolving Facility Priority Senior Collateral; provided that , and the Liens remain subject to the terms of this Agreement, or (iii) Revolving Facility Liens and Term Facility Liens will attach to the proceeds of any the sale or other disposition are applied in accordance with Section 4.1(a), (d) such sale or disposition with is not in contravention of the same lien priorities set forth in Section 2.1 terms of this Agreement and (iie) Credit Bid Rights the net cash proceeds of the sale or other disposition that are applied to Senior Obligations permanently reduce the Senior Obligations (and, in respect of any the ABL Obligations, the ABL Obligations Cap shall be reduced by an amount equal to such sale or disposition shall have been granted net cash proceeds) to the Term Facility Agent and extent provided in Section 4.1(a). The foregoing to the other Term Facility contrary notwithstanding, the Junior Secured Parties. (b) Neither the Revolving Facility Agent nor Parties may raise any other Revolving Facility Secured Party shall, in an Insolvency Proceeding or otherwise, oppose objections to any sale or disposition of any Term Facility Priority the Senior Collateral that is supported could be raised by a creditor of the Term Facility Loan Parties whose claims are not secured by Liens on the Senior Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on their status as secured creditors (without limiting the foregoing, the Junior Secured Parties, Parties may not raise any objections based on rights afforded by Sections 363(e) and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 (f) of the Bankruptcy Code to secured creditors (and otherwiseor any comparable provision of any other Bankruptcy Law) with respect to any sale supported by the Term Facility Liens granted to the Junior Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4Senior Collateral).

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Common Collateral, the Term Facility Agent nor any Second Priority Representative, on behalf of itself and the other Term Facility Second Priority Secured Party Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that (i) none of them shall, in an Insolvency Proceeding or otherwiseProceeding, oppose any sale or disposition of any Revolving Facility Priority such Common Collateral that is supported by the Revolving Facility First Priority Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party (ii) they will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Revolving Facility First Priority Secured Parties and to have released their Liens on in such Revolving Facility Priority Common Collateral; provided that (ix) Revolving Facility Liens and Term Facility Liens will attach if the Second Priority Secured Parties (or the Second Priority Representative on their behalf) or the Third Priority Secured Parties (or the Third Priority Representative on their behalf) have consented to the proceeds of any such sale or disposition with of such assets, the same lien priorities set forth Second Priority Representative or the Second Priority Secured Parties, or the Third Priority Representative or the Third Priority Secured Parties, as the case may be, may assert any objection or opposition that could be asserted by an unsecured creditor in Section 2.1 any such Insolvency Proceeding and (iiy) Credit Bid Rights the Second Priority Representative and the Second Priority Secured Parties or the Third Priority Representative and the Third Priority Secured Parties, as the case may be, shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as (A) the First Priority Obligations are paid in full in cashPayment Date shall have been granted to occur upon consummation of such sale or disposition or (B) in the Term Facility Agent and case of a credit bid described in Section 5.6(c), the other Term Facility Secured Partiesconditions set forth Section 5.6(c) are satisfied. (b) Neither Notwithstanding anything (other than clause (y) of Section 5.6(a)) to the Revolving Facility Agent contrary herein, the New Money Term Loan Agent, on behalf of itself and the New Money Term Loan Secured Parties, agrees that, during the pendency of the Existing Chapter 11 Cases, none of them shall be entitled to, nor shall any other Revolving Facility of them, credit bid or seek to credit bid any claims in respect of New Money Term Loan Secured Party shallObligations (such claims, the “Applicable Claims”) in connection with any Specified Sale to the extent that the aggregate amount of Applicable Claims that have been so credit bid would exceed the Available Credit Bid Amount. (c) Without limiting clause (y) of Section 5.6(a) and to the extent permitted by applicable law, in an Insolvency Proceeding or otherwise, oppose any sale or disposition the case of any Term Facility Priority Specified Sale that is to be effected during the pendency of the Existing Chapter 11 Cases, and with respect to any Common Collateral that is supported by to be included in any such Specified Sale, the New Money Term Facility Loan Secured PartiesParties may credit bid Applicable Claims, and subject to the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 satisfaction of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; provided that following conditions: (i) Term Facility Liens The aggregate amount of all Applicable Claims that have been credit bid shall not exceed at any time the Available Credit Bid Amount at such time; and (ii) Immediately after giving effect to any Specified Sale that includes any such credit bid, immediately before and Revolving Facility Liens will attach after giving effect thereto and giving effect to the use of proceeds thereof (x) no default under the ABL Credit Agreement shall have occurred and be continuing and (y) the sum of any such sale or disposition with (1) the same lien priorities aggregate principal amount of all Revolving Loans (as defined in the ABL Credit Agreement) then outstanding plus (2) the aggregate Letter of Credit Obligations (as defined in the ABL Credit Agreement) then outstanding and not cash collateralized shall not exceed the Line Cap (as defined in the ABL Credit Agreement). (i) if to a Grantor, to the address set forth in Section 2.1, 9.02 of the ABL Credit Agreement as in effect on the date hereof, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted if to Citibank, to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as address set forth in Section 3.49.02 of the ABL Credit Agreement as in effect on the date hereof, (iii) if to Wilmington Trust, to the address set forth in Section [9.02] of the Term Loan Agreement as in effect on the date hereof, (iv) if to any other holder of indebtedness or Representative with respect thereto that becomes a party hereto after the date hereof, to the address designated by such holder or such Representative in the Representative Joinder Agreement pursuant to which such holder or Representative shall have become a party hereto, or (v) with respect to any party hereto, to such other address as may be designated by such party in a written notice to each other party hereto.

Asset Dispositions in an Insolvency Proceeding. (a) Neither With respect to each Type of Common Collateral, the Term Facility Agent nor any Second Priority Representative, on behalf of itself and the other Term Facility Second Priority Secured Party Parties, agrees that (i) none of them shall, in an Insolvency Proceeding Proceeding, object to or otherwise, oppose (or support any Person in objecting to or opposing) any sale or disposition of any Revolving Facility Priority such Common Collateral that is supported by the Revolving Facility First Priority Secured Parties, and the Term Facility Agent and each other Term Facility Secured Party (ii) they will be deemed to have consented under Section section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Revolving Facility First Priority Secured Parties free and clear of the Liens of the Second Priority Representative and the other Second Priority Secured Parties or other claims under Sections 363, 365 or 1129 of the Bankruptcy Code (and including any motion for bid procedures or other procedures related to have released their Liens on such Revolving Facility Priority Collateralthe sale or disposition); provided that (iA) Revolving Facility Liens and Term Facility Liens will attach the Lien of the Second Priority Representative shall remain in place with respect to the any proceeds of any such sale or disposition with that are not applied to the same lien priorities set forth in Section 2.1 repayment of the First Priority Obligations and (iiB) Credit Bid Rights the Second Priority Representative and the Second Priority Secured Parties shall be entitled to seek and exercise credit bid rights in respect of any such sale or disposition so long as the First Priority Obligations Payment Date shall occur upon consummation of such sale or disposition; provided that the Second Priority Secured Parties shall not be deemed to have been granted agreed to the any credit bid by other Secured Parties in connection with a single sale of both ABL Priority Collateral and Term Facility Agent and the other Term Facility Secured PartiesLoan Priority Collateral. (b) Neither the Revolving Facility Agent nor any other Revolving Facility Secured Party shall, [Reserved.] (c) If a single sale or disposition of Common Collateral in an Insolvency Proceeding or otherwiseincludes both ABL Priority Collateral and Term Loan Priority Collateral, oppose the allocation of proceeds shall be as provided in Section 4.2(c)(including any sale or disposition of any Term Facility Priority Collateral that is supported by the Term Facility Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens on such Term Facility Priority Collateral; equity interests as provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4therein).

Asset Dispositions in an Insolvency Proceeding. (a) Neither None of the Term Facility Agent Second Lien Representatives nor any other Term Facility Second Lien Secured Party and none of the Third Lien Representatives nor any Third Lien Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Revolving Facility Priority Collateral assets of any of the Credit Parties that is supported by the Revolving Facility First Lien Secured Parties, and each of the Term Facility Agent Second Lien Representatives, each other Second Lien Secured Party, each of the Third Lien Representatives and each other Term Facility Third Lien Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Revolving Facility First Lien Secured Parties and to have released their Liens on in such Revolving Facility Priority Collateral; provided assets so long as and to the extent that (ix) Revolving Facility the First Lien Secured Parties shall have likewise released their Liens and Term Facility (y) the Liens will of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties shall attach to the proceeds of any such sale Collateral sold or disposition with the same lien priorities set forth in Section 2.1 and (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Term Facility Agent and the other Term Facility Secured Partiesdisposed of. (b) Neither To the Revolving Facility Agent extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, none of the Third Lien Representatives nor any other Revolving Facility Third Lien Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Facility Priority Collateral assets of any of the Credit Parties that is supported by the Term Facility Second Lien Secured Parties, and each of the Revolving Facility Agent Third Lien Representatives and each other Revolving Facility Third Lien Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Second Lien Secured Parties and to have released their Liens on in such Term Facility Priority Collateral; provided assets so long as and to the extent that (ix) Term Facility the Second Lien Secured Parties shall have likewise released their Liens and Revolving Facility (y) the Liens will of the Second Lien Secured Parties and the Third Lien Secured Parties shall attach to the proceeds of any such sale Collateral sold or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4of.

Asset Dispositions in an Insolvency Proceeding. (a) The Purchaser shall not, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Senior Debt Priority Collateral (including any credit bid by the Senior Debt Representative or by any Senior Debt Secured Parties) that is supported by the Senior Debt Secured Parties, and the Purchaser will consent (and will be deemed hereunder to have consented), under the applicable Insolvency Laws to any sale of any Senior Debt Priority Collateral supported by the Senior Debt Secured Parties and to have released the Junior Liens on such assets. Notwithstanding the foregoing, it is agreed that no Senior Debt Secured Party shall convey or approve a transfer of any mineral tenures necessary or desirable for the extraction of gold at the Xxxxxxxx Property without requiring such transferee to agree in writing that its interests in such mineral tenures are subject to the obligations of the Vendor under the Royal Gold Purchase Agreement; provided that the Purchaser shall not oppose any such transfer of mineral tenures in compliance with the foregoing requirement. (b) Neither the Term Facility Agent Senior Debt Representative nor any other Term Facility Senior Debt Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Revolving Facility Royal Gold Priority Collateral (including any credit bid by the Purchaser) that is supported by the Revolving Facility Secured PartiesPurchaser, and the Term Facility Agent Senior Debt Representative and each other Term Facility the Senior Debt Secured Party Parties will consent (and will be deemed hereunder to have consented consented) under Section 363 of the Bankruptcy Code (and otherwise) applicable Insolvency Law, to any sale of any Royal Gold Priority Collateral supported by the Revolving Facility Secured Parties Purchaser and to have released their the Junior Liens on such Revolving Facility Priority Collateral; provided that assets. (ic) Revolving Facility Liens and Term Facility Liens will attach For certainty, nothing in this Section 5.6 is intended to the proceeds of prevent any such sale or disposition with the same lien priorities set forth in Section 2.1 and (ii) Credit Bid Rights Secured Party from making a credit bid for Collateral in respect of any which it holds a Junior Lien provided such sale or disposition shall have been granted to the Term Facility Agent and the other Term Facility Secured Parties. (b) Neither the Revolving Facility Agent nor any other Revolving Facility Secured Party shall, bid contemplates payment in an Insolvency Proceeding or otherwise, oppose any sale or disposition full on closing of any Term Facility Priority Collateral that is supported all Senior Obligations secured by the Term Facility Secured Parties, and the Revolving Facility Agent and each other Revolving Facility Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Term Facility Secured Parties and to have released their Liens a Senior Lien on such Term Facility Priority Collateral; provided that (i) Term Facility Liens and Revolving Facility Liens will attach to the proceeds of any such sale or disposition with the same lien priorities set forth in Section 2.1, (ii) Credit Bid Rights in respect of any such sale or disposition shall have been granted to the Revolving Facility Agent and the other Revolving Facility Secured Parties and (iii) any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (pursuant to an Enforcement Action) prior to the Revolving Facility Obligations Payment Date will be subject to the rights of the Revolving Facility Agent as set forth in Section 3.4.