Sale Issues. The Second Lien Agent, on behalf of itself and the Second Lien Secured Parties, agrees that it will raise no objection to or otherwise contest or oppose a sale or other disposition of any Collateral (and any post-petition assets subject to adequate protection Liens in favor of the First Lien Administrative Agent) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Required Lenders under the First Lien Credit Agreement have consented to such sale or disposition of such assets so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Administrative Agent) attach to the proceeds thereof, subject to the terms of this Agreement. If requested by the First Lien Administrative Agent in connection therewith, the Second Lien Administrative Agent shall affirmatively consent to the release of its Liens (on the terms set forth above) in connection with such a sale or disposition.
Sale Issues. The Incremental Term Loan Lenders agree that they will not raise any objection to or oppose a sale or other disposition of any Collateral (including any post-petition assets subject to liens in favor of the Lenders or the Agent on behalf of any Lenders or any other agent) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Required Lenders under this Agreement have consented to such sale or disposition of such assets, so long as the interests of the Incremental Term Loan Claimholders in the Collateral (and any post-petition assets subject to liens in favor of the Lenders or the Agent on behalf of Lenders or any other agent) attach to the proceeds thereof, subject to the terms of this Agreement. If requested by the Required Lenders in connection therewith, the Incremental Term Loan Claimholders shall affirmatively consent to such a sale or disposition and take such other action as may be required in connection therewith.
Sale Issues. Each Agent, on behalf of itself and the Claimholders for whom it acts as agent, agrees that it will raise no objection to or oppose a sale or other disposition (including any objection or opposition in respect of any sale procedures put forth in connection with a sale or other disposition) of any Collateral which does not constitute its Priority Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Priority Agent has consented to such sale or disposition of such assets so long as the interests of such Agent and the Claimholders for whom it acts as agent attach to the Proceeds thereof, subject to the terms of this Agreement, and so long as the net Proceeds of such sale or other disposition are applied pursuant to Section 4 of this Agreement. If requested by the Priority Agent in connection therewith, the other Agent shall affirmatively consent to such a sale or disposition.
Sale Issues. Until the Senior Debt is Paid in Full, the Subordinated Creditor agrees that the Subordinated Creditor will not object to or oppose, and hereby consents to, a Disposition of any Collateral (or any portion thereof) free and clear of Liens or other claims under Section 363 or any other provision of the Bankruptcy Code if the Senior Agent has consented to such Disposition of such assets or if such Disposition is permitted under the terms of the Senior Debt Documents or permitted pursuant to a wavier or consent by the Senior Lenders of a transaction otherwise prohibited by the Senior Debt Documents (whether or not an Event of Default under, and as defined in, the Senior Debt Documents has occurred and is continuing).
Sale Issues. Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that it will raise no objection to or oppose a sale or other disposition of any Collateral which does not constitute its Priority Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Priority Agent has consented to such sale or disposition of such assets so long as the interests of such Agent and the Claimholders for whom it acts as Agent in such Collateral attach to the proceeds thereof, subject to the terms of this Agreement. If requested by any Priority Agent in connection therewith, each Non-Priority Agent shall affirmatively consent to such a sale or disposition.
Sale Issues. Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that it will raise no objection to or oppose a sale or other disposition of any Collateral which does not constitute its Priority Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Priority Agent has consented to such sale or disposition of such assets so long as the interests of such Agent and the Claimholders for whom it acts as Agent in such Collateral attach to the proceeds thereof, subject to the terms of this Agreement. Without limiting but in addition to the foregoing, each Non-Priority Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that it shall be deemed to object to any such sale or other disposition to which the Priority Agent expressly objects in writing. If requested by any Priority Agent, each Non-Priority Agent shall affirmatively consent or object to such a sale or disposition in accordance with this Section 6.2.
Sale Issues. The Term Loan Agent, on behalf of itself and the Term Loan Claimholders, agrees that it will raise no objection to or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the ABL Agent has consented to such sale or disposition of such assets so long as the interests of the Term Loan Agent and the Term Loan Claimholders attach to the Proceeds thereof, subject to the terms of this Agreement. If requested by the ABL Agent in connection therewith, the Term Loan Agent shall affirmatively consent to such a sale or disposition.
Sale Issues. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to or otherwise contest or oppose a sale or other disposition of any Collateral (and any post-petition assets subject to adequate protection Liens in favor of the First Lien Collateral Agent) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Required Lenders under and as defined in the First Lien Credit Agreement have consented to such sale or disposition of such assets so long as the interests of the Second Lien Claimholders in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Collateral Agent) attach to the proceeds thereof, subject to the terms of this Agreement. The Second Lien Collateral Agent and each other Second Lien Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Lien Claimholders and to have released their Liens on such assets, so long as the proceeds from any such sale or disposition of any Collateral are applied in accordance with Section 4.1. If requested by the First Lien Collateral Agent in connection therewith, the Second Lien Collateral Agent shall affirmatively consent to such a sale or disposition to the extent necessary to satisfy Section 363(f) of the Bankruptcy Code. Notwithstanding the foregoing, this Section 6.2 shall not prohibit the Second Lien Claimholders from raising the following objections, so long as they only advance or assert rights available to unsecured creditors generally and not any rights of a secured creditor, (1) to any procedures established for a sale or sales of Collateral, (2) to any Grantor’s failure to comply with procedures established for a sale or sales of Collateral or (3) asserting that the Grantor’s approval of a sale violates the business judgment rule.
Sale Issues. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to or otherwise contest or oppose a sale or other disposition of any Collateral (and any post-petition assets subject to adequate protection Liens in favor of the First Lien Collateral Agent) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Requisite Lenders under the First Lien Credit Agreement have consented to such sale or disposition of such assets so long as the interests of the Second Lien Claimholders in the Collateral (and any post-petition assets subject to adequate protection Liens, if any, in favor of the Second Lien Collateral Agent) attach to the proceeds thereof, subject to the priorities set forth in Section 4.2 of this Agreement, and such proceeds are applied to permanently reduce the amount of First Lien Obligations outstanding to the extent required under the First Lien Credit Agreement. Upon request by the First Lien Administrative Agent, the Second Lien Administrative Agent shall consent to the release of its lien in connection with such a sale or disposition.
Sale Issues. If any Obligor shall be subject to any Insolvency or Liquidation Proceeding and the Administrative Agent shall desire to permit the use of cash collateral or to permit the Company to obtain financing under section 363 or section 364 of the Bankruptcy Code ("DIP Financing"), then the Trustee, on behalf of itself and the Noteholders, agrees that it will raise no objection to such use or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by Section 6.3) and, to the extent the Lender Liens are junior in priority or pari passu with such DIP Financing, will maintain the priority of its Liens in the Common Collateral as junior in priority to such Lender Liens on the same basis as the other Liens securing the Noteholder Claims are second in priority to Lender Claims under this Agreement.
