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

Asset Dispositions in an Insolvency Proceeding. (a) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that (i) it shall not, in an Insolvency Proceeding, oppose any sale or disposition of any Common Collateral that is supported by the First Priority Secured Parties, and (ii) it will be deemed, in its capacity as a holder of a Lien on such Common Collateral, to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have released their Liens in the Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties, which Liens on such proceeds, if any, shall remain subject to the provisions of this Agreement); provided that notwithstanding the deemed consent of the Second Priority Secured Parties (or the Second Priority Representative on their behalf) to such sale or disposition of such assets, the Second Priority Representative or the Second Priority Secured Parties, may assert any objection or opposition that could be asserted by an unsecured creditor or as a secured creditor with a Lien solely on the Term Loan Exclusive Collateral in any such Insolvency Proceeding.

Asset Dispositions in an Insolvency Proceeding. (a) The With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that (ia) it the Second Priority Secured Parties shall not, in an Insolvency ProceedingProceeding or otherwise, oppose any sale or disposition of any such Common Collateral that is supported by the First Priority Secured Parties, and (iib) it they will be deemed, in its capacity as a holder of a Lien on such Common Collateral, deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have automatically and unconditionally released their Liens in such assets. (b) Notwithstanding anything contained in this Agreement to the contrary, each Secured Party shall expressly have the right to bid or credit bid any of its Secured Obligations for or purchase the Common Collateral (but not on at any proceeds public, private or judicial foreclosure or sale of such any Common Collateral not required to be paid to the First Priority Secured Parties, which Liens on such proceeds, if any, shall remain subject to the provisions of this Agreement)(including a “partial credit bid”) or in an Insolvency Proceeding or otherwise; provided that notwithstanding the deemed consent any such credit bid or partial credit bid of the Second Priority Secured Parties Obligations must provide for the payment in full in cash of the First Priority Obligations on closing of any resulting disposition (or to the Second Priority Representative on their behalf) to such sale or disposition of such assets, the Second Priority Representative or the Second Priority Secured Parties, may assert any objection or opposition that could be asserted by an unsecured creditor or as a secured creditor with a Lien solely on the Term Loan Exclusive Collateral in any such Insolvency Proceedingextent then outstanding).

Asset Dispositions in an Insolvency Proceeding. (a) The With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that (i) it shall notnone of them shall, in an Insolvency Proceeding, oppose any sale or disposition of any such Common Collateral that is supported by the First Priority Secured Parties, and (ii) it they will be deemed, in its capacity as a holder of a Lien on such Common Collateral, deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have released their Liens in the Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties, which Liens on such proceeds, if any, shall remain subject to the provisions of this Agreement)Collateral; provided that notwithstanding the deemed consent of (x) 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 such sale or disposition of such assets, the 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 or as a secured creditor with a Lien solely on the Term Loan Exclusive Collateral in any such Insolvency ProceedingProceeding and (y) 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 occur upon consummation of such sale or disposition or (B) in the case of a credit bid described in Section 5.6(c), the conditions set forth Section 5.6(c) are satisfied.

Asset Dispositions in an Insolvency Proceeding. (a) The With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree that (ia) it shall notnone of them shall, in an Insolvency ProceedingProceeding or otherwise, oppose any sale or disposition of any such Common Collateral that is supported by the First Priority Secured Parties, and (iib) it they will be deemed, in its capacity as a holder of a Lien on such Common Collateral, deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have released their Liens in such assets. (b) With respect to each Type of Common Collateral, after the Common Collateral (First Priority Obligations Payment Date but not on any proceeds of such Common Collateral not required to be paid prior to the First Second Priority Obligations Payment Date, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, which Liens on such proceedsagrees that (a) none of them shall, if anyin an Insolvency Proceeding or otherwise, shall remain subject to the provisions of this Agreement); provided that notwithstanding the deemed consent of the Second Priority Secured Parties (or the Second Priority Representative on their behalf) to such oppose any sale or disposition of any such assets, the Second Priority Representative or Common Collateral that is supported by the Second Priority Secured Parties, may assert any objection or opposition that could and (b) they will be asserted by an unsecured creditor or as a secured creditor with a Lien solely on deemed to have consented under Section 363 of the Term Loan Exclusive Collateral in Bankruptcy Code (and otherwise) to any such Insolvency Proceedingsale supported by the Second Priority Secured Parties and to have released their Liens in such assets.

Asset Dispositions in an Insolvency Proceeding. (a) The Each Second Priority Representative, on behalf of itself and the other applicable Second Priority Secured Parties, agrees that (i) it shall not, in an Insolvency Proceeding, oppose any sale or disposition of any Common ABL Priority Collateral that is supported by the First Priority Secured Parties, and (ii) it will be deemed, in its capacity as a holder of a Lien on such Common ABL Priority Collateral, to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have released their Liens in the Common ABL Priority Collateral (but not on any proceeds of such Common ABL Priority Collateral not required to be paid to the First Priority Secured Parties, which Liens on such proceeds, if any, shall remain subject to the provisions of this Agreement); provided that notwithstanding the deemed consent of the Second Priority Secured Parties (or the Second Priority Representative Representatives on their behalf) to such sale or disposition of such assets, the any Second Priority Representative or the Second Priority Secured Parties, may assert any objection or opposition that could be asserted by an unsecured creditor or as a secured creditor with a Lien solely on the Term Loan Loan/Notes Exclusive Collateral in any such Insolvency Proceeding.