Common use of Sale of Collateral; Waivers Clause in Contracts

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors agree that they will not object to or oppose a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors with respect to such Collateral have consented to such Disposition. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, (i) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold with respect to the Priority Secured Creditors, or (iii) determination of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claim. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors agree that they Each Revolving Loan Creditor agrees it will consent to and otherwise will not object to or oppose a Disposition sale or other disposition of any Term Loan Priority Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, securing the Obligations under the Term Loan Financing Documents (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, Code if the Priority Secured Term Loan Agent has consented to such sale or disposition of such assets, it being understood that the Revolving Loan Creditors shall be entitled to a second priority Lien with respect to the net proceeds of such sale subject to the terms and conditions of this Agreement. Each Term Loan Creditor agrees it will consent to and otherwise will not object to or oppose a sale or other disposition of any Revolving Loan Priority Collateral have securing the Obligations under the Revolving Loan Financing Documents (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Revolving Agent has consented to such Dispositionsale or disposition of such assets, it being understood that the Term Loan Creditors shall be entitled to a second priority Lien with respect to the net proceeds of such sale subject to the terms and conditions of this Agreement. No Junior Secured Each Revolving Loan Creditor shall waives any claim any such Revolving Loan Creditor may now or hereafter have arising out of the Term Loan Creditors’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code. Each Term Loan Creditor waives any claim any such Term Loan Creditor may now or hereafter have arising out of the Revolving Loan Creditors’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code. Each Revolving Loan Creditor agrees, following commencement of an Insolvency Proceeding, not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the validity or proceeding enforceability of any naturethe Term Loan Creditors’ claim as a fully secured claim with respect to all or part of the Term Loan Obligations, or otherwise take opposing any action whatsoever includingby the Term Loan Creditors to enforce their rights or remedies under, without limitationor relating to, the Term Loan Financing Documents (except to the extent restricted or prohibited under this Agreement with respect to Revolving Loan Priority Collateral), (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral securing the Priority Obligations or all of the Priority Secured Term Loan Obligations or any Liens of the Term Loan Creditors under on the applicable Obligation DocumentsTerm Loan Collateral, (iiiii) asserting any claims which the Company or any other Obligor Obligors may hold with respect to the Term Loan Creditors, (iv) seeking to lift any automatic stay relating to the Term Loan Priority Secured CreditorsCollateral, or (v) opposing a motion by the Term Loan Creditors to lift any automatic stay relating exclusively to the Term Loan Priority Collateral. Each Term Loan Creditor agrees, following commencement of an Insolvency Proceeding, not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding (i) challenging the validity or enforceability of the Revolving Loan Creditors’ claim as a fully secured claim with respect to all or part of the Revolving Loan Obligations, or opposing any action by the Revolving Loan Creditors to enforce their rights or remedies under, or relating to, the Revolving Loan Financing Documents (except to the extent restricted or prohibited under this Agreement with respect to Term Loan Priority Collateral), (ii) challenging the enforceability, validity, priority or perfected status of any or all of the Revolving Loan Obligations or any Liens of the Revolving Loan Creditors on the Revolving Loan Collateral, (iii) determination of any other Secured Creditor in respect of any Priority Collateral or the value of asserting any claims of such parties under Section 506(awhich the Obligors may hold with respect to the Revolving Loan Creditors, (iv) of seeking to lift any automatic stay relating to the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegationsRevolving Loan Priority Collateral, or (yv) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claim. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with opposing a successful credit bid, motion by the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on Creditors to lift any automatic stay relating exclusively to the Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwiseCollateral.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors agree that they will not object to or oppose a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors with respect to such Collateral have consented to such Disposition. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, (i) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold with respect to the Priority Secured Creditors, or (iii) determination of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claim. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior The Notes Secured Creditors agree that they will Parties shall consent and not otherwise object to a sale or oppose a Disposition other disposition of any Revolving Loan Priority Collateral thatunder the Bankruptcy Code, as to such Junior Secured Creditorincluding Sections 363, is Non-Priority Collateral365 and 1129, free and clear of any Liens thereon securing Notes Debt, if the Revolving Loan Secured Parties have consented to such sale or other claims disposition. The Revolving Loan Secured Parties shall consent and not otherwise object to a sale or other disposition of any Notes Priority Collateral under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, including Sections 363, 365 and 1129, free and clear of any Liens thereon securing Revolving Loan Debt, if the Priority Notes Secured Creditors with respect to such Collateral Parties have consented to such Dispositionsale or other disposition. No Junior Nothing in this Section 6.3 shall preclude any Secured Creditor shall initiate Party from seeking to be the purchaser, assignee or prosecute or join other transferee of any Collateral in connection with any other Person to initiate or prosecute any claim, action such sale or other proceeding, take any position at any hearing or proceeding disposition of any nature, or otherwise take any action whatsoever including, without limitation, (i) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold with respect to the Priority Secured Creditors, or (iii) determination of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claim. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, . The Notes Secured Parties agree that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may Secured Parties shall have the right to credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with under Section 363(k) of the Bankruptcy Code with respect to, or otherwiseotherwise object to any such sale or other disposition of, the Revolving Loan Priority Collateral and the Revolving Loan Secured Parties agree that the Notes Secured Parties shall have the right to credit bid under Section 363(k) of the Bankruptcy Code with respect to, or otherwise object to any such sale or other disposition of, the Notes Priority Collateral; provided, however, that, the Secured Parties shall not be deemed to have agreed to any “credit bid” by other Secured Parties in connection with the sale or other disposition of Collateral consisting of both Notes Priority Collateral and Revolving Loan Priority Collateral.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the The Junior Secured Creditors agree that they will not object to or oppose oppose, and will be deemed to have consented pursuant to Section 363(f) of the Bankruptcy Code to, a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, securing the Senior Debt (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors with respect to such Collateral Senior Lenders have consented to such Dispositionor Disposition of such assets; provided, that the Liens securing the Senior Debt and the Junior Debt attach to the proceeds of any such Disposition in accordance with the priorities and terms set forth in this Agreement; provided, that the Junior Creditors shall have the right to credit bid the Junior Debt pursuant to section 363(k) of the Bankruptcy Code so long as such credit bid provides for the Final Payment of the Senior Debt upon the consummation of such bid; provided, that the Junior Agent and the Junior Creditors may raise any objections to any such Disposition of such Collateral that could be raised by any creditor of the Obligors whose claims were not secured by any Liens on such Collateral; and, provided, further, that such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Junior Agent or the Junior Creditors as secured creditors (without limiting the foregoing, neither the Junior Agent nor the Junior Creditors may raise any objections based on rights afforded by Sections 363(e) or (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any bankruptcy or insolvency law)) with respect to the Liens granted to the Junior Agent. No The Junior Secured Creditor shall Agent and the Junior Creditors agree not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing : (i) challenging the enforceability of the Senior Lenders’ claims as fully secured claims with respect to all or proceeding part of the Senior Debt or for allowance of any natureSenior Debt (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever includingby the Senior Agent or the Senior Lenders to enforce their rights or remedies arising under the Senior Debt Documents and applicable law (including pursuant to a credit bid) in a manner which is not prohibited by the terms of this Agreement, without limitationin each case, except as directly necessary to enforce the terms of this Agreement, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral assets securing the Priority Obligations of the Priority Secured Creditors Senior Debt under the applicable Obligation Senior Debt Documents, in each case, except as directly necessary to enforce the terms of this Agreement, (iiiii) asserting any claims which the Company or any other Obligor Obligors may hold with respect to the Priority Secured CreditorsSenior Lenders, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the Senior Agent, unless such action to lift the automatic stay is to the extent the Senior Creditors have requested and obtained relief from the automatic stay, or (v) opposing a motion by the Senior Agent to lift the automatic stay. Except as directly necessary to enforce the terms of this Agreement, the Senior Agent and the Senior Creditors shall not initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Junior Lenders’ claims with respect to all or part of the Junior Debt or for allowance of any Junior Debt or opposing any action by the Junior Agent or the Junior Lenders to enforce their rights or remedies arising under the Junior Debt Documents and applicable law (including pursuant to a credit bid) in a manner which is not prohibited by the terms of this Agreement, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the Junior Debt under the Junior Debt Documents, or (iii) determination of any other Secured Creditor in respect of any Priority Collateral or the value of asserting any claims of such parties under Section 506(a) of which the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges Obligors may hold with respect to the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimJunior Lenders. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors agree BFI agrees that they it will not object to or oppose a Disposition of any Revolving Credit Priority Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Revolving Lender has consented to such Disposition of such assets, as long as all proceeds of such Disposition received by the Revolving Lender on account of the Revolving Credit Obligations will be applied to the permanent reduction of the Revolving Credit Obligations; provided that BFI may raise any objections to any such Disposition of such Collateral that could be raised by any creditor of the applicable Obligor whose claims were not secured by any Liens on such Revolving Credit Priority Secured Creditors Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of BFI as a secured creditor (without limiting the foregoing, BFI may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to such the Liens granted in Revolving Credit Priority Collateral have consented to such DispositionBFI. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the enforceability of the Priority Secured Creditor’s claims as fully secured claims with respect to all or proceeding part of the Priority Obligations secured by Priority Collateral or for allowance of any naturePriority Obligations (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever including, without limitationby the Priority Secured Creditor to enforce their rights or remedies arising under the applicable Documents as to its Priority in a manner which is not prohibited by the terms of this Agreement, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Priority Collateral securing the Priority Obligations of the Priority Primary Secured Creditors under the applicable Obligation Documents, (iiiii) asserting any claims which the Company or any other Obligor may hold with respect to the Priority Secured CreditorsCreditor, (iv) seeking to lift the automatic stay with respect to any Enforcement Action against Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, to the extent that such action is opposed by the Priority Secured Creditor as to such Collateral or (iiiv) determination of any other opposing a motion by the Priority Secured Creditor in to lift the automatic stay as to an Enforcement Action with respect of any to Collateral that, as to such Priority Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that Creditor, is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimPriority Collateral. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured The Second Lien Creditors agree that they will not object to or oppose a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, securing the First Lien Obligations (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code Code, if the First Lien Creditors have consented to such or Disposition of such assets, as long as all proceeds of such Disposition received by the First Lien Creditors on account of the First Lien Obligations will be applied in reduction of the First Lien Obligations and, subject to the above, the Liens of the Second Lien Creditors attach to any proceeds of such Disposition; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, may raise any objections to any such Disposition of such Collateral that could be raised by any creditor of the Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, neither the Second Lien Agent nor the Second Lien Creditors may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Agent. The Second Lien Agent and the Second Lien Creditors waive any claim they may now or hereafter have arising out of the First Lien Creditors’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, if . The Second Lien Agent and the Priority Secured Second Lien Creditors with respect agree not to such Collateral have consented to such Disposition. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the enforceability of the First Lien Creditors’ claims as fully secured claims with respect to all or proceeding part of the First Lien Obligations or for allowance of any natureFirst Lien Obligations (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever including, without limitationby the First Lien Agent or the First Lien Creditors to enforce their rights or remedies arising under the First Lien Documents in a manner which is not prohibited by the terms of this Agreement, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral assets securing the Priority First Lien Obligations of the Priority Secured Creditors under the applicable Obligation First Lien Documents, (iiiii) asserting any claims which the Company or any other Obligor Obligors may hold with respect to the Priority Secured First Lien Creditors, (iv) seeking to lift the automatic stay as against the Collateral unless, subject to the provisions of Section 2.4 hereof, their motion for adequate protection permitted to be made pursuant to Section 6.2 has been denied by the bankruptcy court having jurisdiction over the Insolvency Proceeding, to the extent that such action is opposed by the First Lien Agent or (iiiv) determination opposing a motion by the First Lien Agent to lift the automatic stay. The First Lien Creditors agree not to initiate or prosecute or join with any person to initiate or prosecute any claim, action or other proceeding challenging the enforceability, validity, priority or perfected status of any other Secured Creditor in respect of any Priority Collateral or Liens on assets securing the value of any claims of such parties Second Lien Obligations under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Second Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimDocuments. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency ProceedingNotwithstanding anything to the contrary contained herein, the Junior Secured Second Lien Creditors agree that they will not object contest, protest, or object, and will be deemed to have consented pursuant to section 363(f) of the Bankruptcy Code (or oppose section 36 of the CCAA or any other analogous Bankruptcy Law), to a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free or the process or procedures for obtaining bids for and clear effecting a Disposition of Liens Collateral (including the right of the First Lien Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential Disposition), or other claims any motion or order in connection with any such Disposition, process or procedures, under Section section 363 of the Bankruptcy Code (or section 36 of the CCAA or any other provision of the Bankruptcy CodeCode or applicable Bankruptcy Law), if the Priority Secured Creditors with respect to such Collateral have consented First Lien Agent consents to such Disposition. No Junior Secured Creditor shall initiate , such process or prosecute procedures or join with any other Person to initiate such motion or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, order; provided that (a) either (i) challenging pursuant to court order, the enforceabilityLiens of the Second Lien Creditors attach to the net Proceeds of the Disposition with the same priority and validity as the Liens held by the Second Lien Creditors on such Collateral, validity, priority (on and the Liens remain subject to the terms inconsistent with of this Agreement) , or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold net Proceeds of a Disposition of Collateral received by First Lien Agent in excess of those necessary to achieve the Discharge of First Lien Obligations are distributed in accordance with respect to the Priority Secured CreditorsUCC, or the PPSA and applicable law, and (iiib) determination the net cash Proceeds of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties Disposition under Section 506(a363(b) of the Bankruptcy Code (or otherwisesection 36 of the CCAA or any other provision of the Bankruptcy Code or applicable Bankruptcy Law), net of any reasonable and customary “carve-outs”, breakup fees, expense reimbursement and administrative claims, are permanently applied to the DIP Financing or to the First Lien Obligations or are set aside for any reasonable and customary wind-down, liquidation or similar costs in an amount not to exceed $500,000 in the aggregate for all such Dispositions. No Secured Creditor will assert a claim that challenges Notwithstanding the perfection or validity foregoing, the Second Lien Agent, on behalf of a itself and the other Second Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyanceCreditors, unlawful payment of distributions may raise any objections to equity holders or other like allegations, or (y) any such Disposition that could be asserted with comparable merit against Liens, interests or rights raised by any creditor of the Person asserting the claim. (b) Notwithstanding Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision in of this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that Agreement and are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) not based on the status of the Bankruptcy Code; providedSecond Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, that (ineither the Second Lien Agent nor the Second Lien Creditors may raise any objections based on rights afforded by Sections 363(e) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(kf) of the Bankruptcy Code to secured creditors (or otherwiseby any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Agent.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors The Second Lien Claimholders agree that they will consent and not otherwise object to a sale or oppose a Disposition other disposition that is solely of Senior Lien Primary Assets (or any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, portion thereof) free and clear of Liens Liens, claims and other interests under the Bankruptcy Code, including Sections 363 and 365, if Senior Lien Collateral Agent has consented to such sale or other claims under disposition. The Second Lien Claimholders waive any claim they may now or hereafter have arising out of the Senior Lien Claimholders' election of the application of Section 363 1111(b)(2) of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors with respect solely to such Collateral have consented Senior Lien Primary Assets. The Second Lien Claimholders agree not to such Disposition. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take proceeding opposing a motion by Senior Lien Collateral Agent to lift the automatic stay solely with respect to any position at any hearing Senior Lien Primary Assets. (b) The Subordinated Claimholders agree that they will consent and not otherwise object to a sale or proceeding other disposition of any natureassets securing the Secured Note Obligations under the Secured Note Documents (or any portion thereof) free and clear of Liens, claims and other interests under the Bankruptcy Code, including Sections 363, 365 and 1129, if Secured Note Collateral Agent has consented to such sale or otherwise take other disposition. At the written request of Secured Note Collateral Agent, Subordinated Claimholders will object to any action whatsoever including, without limitation, such sale. The Subordinated Claimholders waive any claim they may now or hereafter have arising out of the Secured Note Claimholders' election of the application of Section 1111(b)(2) of the Bankruptcy Code. The Subordinated Claimholders agree not to (i) challenging initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding opposing a motion by Secured Note Collateral Agent to lift the enforceabilityautomatic stay, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company propose or any other Obligor may hold with respect vote (to the Priority Secured Creditors, or (iiiextent such vote is required to satisfy Section 1129(a)(10) determination of the Bankruptcy Code) in favor of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties chapter 11 plan that seeks confirmation under Section 506(a1129(b)(2)(A) of the Bankruptcy Code or otherwise. No with respect to the Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimNote Obligations. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (aThe Second Lien Creditors will not contest, protest, or object, and will be deemed to have consented pursuant to Section 363(f) In any of the Bankruptcy Code, to a Disposition of Collateral in an Insolvency Proceeding, or the Junior Secured Creditors agree that they will not object to process or oppose procedures for obtaining bids for and effecting such a Disposition of Collateral (including the right of the First Lien Creditors to credit bid and the retention by the Obligors of professionals in connection with any Collateral thatpotential Disposition), as to or any motion or order in connection with any such Junior Secured CreditorDisposition, is Non-Priority Collateralprocess or procedures, free and clear of Liens or other claims under Section 363 of the Bankruptcy Code (or any other provision of the Bankruptcy CodeCode or applicable Bankruptcy Law), if the Priority Secured Creditors with respect to such Collateral have consented First Lien Agent consents to such Disposition. No Junior Secured Creditor shall initiate , such process or prosecute procedures or join with any other Person to initiate such motion or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, order; provided that (a) either (i) challenging pursuant to court order, the enforceabilityLiens of the Second Lien Creditors attach to the net Proceeds of the Disposition with the same priority and validity as the Liens held by the Second Lien Creditors on such Collateral, validity, priority (on and the Liens remain subject to the terms inconsistent with of this Agreement) , or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold net Proceeds of a Disposition of Collateral received by First Lien Agent in excess of those necessary to achieve the Discharge of First Lien Obligations are distributed in accordance with respect to the Priority Secured CreditorsUCC and applicable law, or and (iiib) determination the net cash Proceeds of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties Disposition under Section 506(a363(b) of the Bankruptcy Code are permanently applied to the DIP Financing or otherwiseto the First Lien Obligations or are set aside for a wind-down, liquidation or similar fund. No Secured Creditor will assert a claim that challenges Notwithstanding the perfection or validity foregoing, the Second Lien Agent, on behalf of a itself and the other Second Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyanceCreditors, unlawful payment of distributions may raise any objections to equity holders or other like allegations, or (y) any such Disposition that could be asserted with comparable merit against Liens, interests or rights raised by any creditor of the Person asserting Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not based on the claim. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) status of the Bankruptcy Code; providedSecond Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, that (ineither the Second Lien Agent nor the Second Lien Creditors may raise any objections based on rights afforded by Sections 363(e) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(kf) of the Bankruptcy Code to secured creditors (or otherwiseby any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Agent.

Sale of Collateral; Waivers. (a) In any Insolvency ProceedingNotwithstanding anything to the contrary contained herein, the Junior Secured Term Loan Creditors agree that they will not object contest, protest, or object, and will be deemed to or oppose have consented pursuant to section 363(f) of the Bankruptcy Code, to a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-ABL Priority Collateral, free or the process or procedures for obtaining bids for and clear effecting a Disposition of Liens ABL Priority Collateral (including the right of the ABL Creditors to “credit bid” and the retention by the Obligors of professionals in connection with any potential Disposition), or other claims any motion or order in connection with any such Disposition, process or procedures, under Section section 363 of the Bankruptcy Code (or any other provision of the Bankruptcy CodeCode or applicable Bankruptcy Law), if the Priority Secured Creditors with respect to such Collateral have consented ABL Agent consents to such Disposition. No Junior Secured Creditor shall initiate , such process or prosecute procedures or join with any other Person to initiate such motion or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, order; provided that (a) either (i) challenging pursuant to court order, the enforceabilityLiens of the Term Loan Creditors attach to the net Proceeds of such Disposition with the same priority and validity as the Liens held by the Term Loan Creditors on such ABL Priority Collateral, validity, priority (on and the Liens remain subject to the terms inconsistent with of this Agreement) , or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any net Proceeds of a Disposition of ABL Priority Collateral received by ABL Agent in excess of those necessary to achieve the Discharge of ABL Obligations (other Obligor may hold than Excess ABL Obligations) are distributed in accordance with respect to the Priority Secured Creditorsrequirements of this Agreement, or the UCC and applicable law, and (iiib) determination the net cash Proceeds of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties Disposition under Section 506(a363(b) of the Bankruptcy Code are permanently applied to the DIP Financing or otherwiseto the ABL Obligations or are set aside for a wind-down, liquidation or similar fund. No Secured Creditor will assert a claim that challenges Notwithstanding the perfection or validity foregoing, the Term Lender, on behalf of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyanceitself and the other Term Loan Creditors, unlawful payment of distributions may raise any objections to equity holders or other like allegations, or (y) any such Disposition that could be asserted with comparable merit against Liens, interests or rights raised by any creditor of the Person asserting Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the claimstatus of the Term Lender or the Term Loan Creditors as secured creditors (without limiting the foregoing, neither the Term Lender nor the Term Loan Creditors may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Term Lender that are subordinate to the Liens granted to the ABL Agent. (b) Notwithstanding any other provision in this Agreementanything to the contrary contained herein, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject the ABL Creditors will not contest, protest, or object, and will be deemed to any Disposition in any Insolvency Proceeding in accordance with Section 363(khave consented pursuant to section 363(f) of the Bankruptcy Code, to a Disposition of Term Loan Priority Collateral, or the process or procedures for obtaining bids for and effecting a Disposition of Term Loan Priority Collateral (including the right of the Term Loan Creditors to “credit bid” and the retention by the Obligors of professionals in connection with any potential Disposition), or any motion or order in connection with any such Disposition, process or procedures, under section 363 of the Bankruptcy Code (or any other provision of the Bankruptcy Code or applicable Bankruptcy Law), if the Term Lender consents to such Disposition, such process or procedures or such motion or order; provided, provided that (a) either (i) unless, prior pursuant to or in connection with a successful credit bidcourt order, the Revolving Credit Obligations are Paid In Full, no Liens of the ABL Creditors attach to the net Proceeds of such Disposition with the same priority and validity as the Liens held by the ABL Creditors on such Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral Collateral, and the Liens remain subject to the terms of this Agreement, or (ii) unless, prior the net Proceeds of a Disposition of Term Loan Priority Collateral received by Term Lender in excess of those necessary to or in connection with a successful credit bid, achieve the Discharge of Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding distributed in accordance with the requirements of this Agreement, the UCC and applicable law, and (b) the net cash Proceeds of any Disposition under Section 363(k363(b) of the Bankruptcy Code are permanently applied to the Term Loan Obligations or otherwiseare set aside for a wind-down, liquidation or similar fund. Notwithstanding the foregoing, the ABL Agent, on behalf of itself and the other ABL Creditors, may raise any objections to any such Disposition that could be raised by any creditor of the Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the ABL Agent or the ABL Creditors as secured creditors (without limiting the foregoing, neither the ABL Agent nor the ABL Creditors may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the ABL Agent that are subordinate to the Liens granted to the Term Lender.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured The Second Lien Creditors agree that they will consent to and otherwise not object to or oppose a Disposition sale or other disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, assets securing the Obligations under the First Lien Documents (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, except on a basis of objection or opposition that could be raised by an unsecured creditor, if the Priority Secured Applicable First Lien Agent has consented to such sale or disposition of such assets, it being understood that the Second Lien Creditors shall, unless the net proceeds of such sale are applied in accordance with Section 5.5(a), be entitled to a Lien with respect to the net proceeds of such Collateral sale subject to the terms and conditions of this Agreement. The Second Lien Creditors further agree they will not object to or oppose, or support any party in opposing, the right of the Applicable First Lien Agent to credit bid under Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) with respect to the Collateral, subject to the provision of the immediately preceding sentence. The Second Lien Creditors waive any claim they may now or hereafter have consented arising out of the First Lien Creditors’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code. The Second Lien Creditors agree following commencement of an Insolvency Proceeding not to such Disposition. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, (i) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) validity or perfected status of any Liens on any Collateral securing the Priority Obligations enforceability of the Priority Secured First Lien Creditors’ claim as a fully secured claim under Section 506 of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) with respect to all or part of the First Lien Obligations, or opposing any action by the First Lien Creditors to enforce their rights or remedies relating under the applicable Obligation First Lien Documents, ; (ii) asserting any claims which the Company or any other Obligor Obligors may hold with respect to the Priority Secured CreditorsFirst Lien Creditors or asserting or enforcing, or (iii) determination at any time prior to the discharge of First Lien Obligations, any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties claim under Section 506(a506(c) of the Bankruptcy Code senior to or otherwise. No Secured Creditor will assert on parity with the First Lien Obligations for costs or expenses of preserving or disposing of any Collateral; (iii) seeking to lift any automatic stay to the extent that such action is opposed by the Applicable First Lien Agent; (iv) opposing a claim that challenges motion by the perfection Applicable First Lien Agent to lift any automatic stay; (v) proposing or validity of a Lien or Obligations of another Secured Creditor that voting (to the extent such vote is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions required to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claim. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with satisfy Section 363(k1129(a)(10) of the Bankruptcy Code; provided) in favor of any chapter 11 plan that seeks confirmation under Section 1129(b)(2)(A) of the Bankruptcy Code, that (i) unless, prior unless the First Lien Lenders consent in writing and in advance to such action or in connection with a successful credit bid, such chapter 11 plan has been accepted by the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding class of First Lien Lenders voting thereon in accordance with Section 363(k1126 of the Bankruptcy Code; or (vi) resulting or potentially resulting in any “cram down” of the First Lien Obligations, any DIP Financing or any claims of the First Lien Lenders, including any vote or proposal to vote in favor of any chapter 11 plan that seeks confirmation under section 1129(b)(2)(A) of the Bankruptcy Code or otherwiseCode, unless the First Lien Lenders consent in writing and in advance to such action.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured The Second Lien Creditors agree that they will not object to or oppose a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, securing the First Lien Obligations (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured First Lien Creditors with respect to such Collateral have consented to such Dispositionor Disposition of such assets, as long as all proceeds of such Disposition received by the First Lien Creditors on account of the First Lien Obligations will be applied to the First Lien Obligations to permanently reduce the Maximum First Lien Principal Amount; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, may raise any objections to any such Disposition of such Collateral that could be raised by any creditor of the Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, neither the Second Lien Agent nor the Second Lien Creditors may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Agent. No Junior Secured Creditor shall The Second Lien Agent and the Second Lien Creditors waive any claim they may now or hereafter have arising out of the First Lien Creditors’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code. The Second Lien Agent and the Second Lien Creditors agree not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the enforceability of the First Lien Creditors’ claims as fully secured claims with respect to all or proceeding part of the First Lien Obligations or for allowance of any natureFirst Lien Obligations (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever including, without limitationby the First Lien Agent or the First Lien Creditors to enforce their rights or remedies arising under the First Lien Documents in a manner which is not prohibited by the terms of this Agreement, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral assets securing the Priority First Lien Obligations of the Priority Secured Creditors under the applicable Obligation First Lien Documents, (iiiii) asserting any claims which the Company or any other Obligor Obligors may hold with respect to the Priority Secured First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Agent, except, if the First Lien Agent, on behalf of itself and the First Lien Creditors, seeks relief from the automatic stay to exercise its rights against the Collateral under and in accordance with this Agreement, then the Second Lien Agent, on behalf of itself and the Second Lien Creditors, may seek limited relief from the automatic stay to preserve its right to receive proceeds of Collateral payable to it and the Second Lien Creditors under and in accordance with this Agreement including, without limitation, Section 2.4 of this Agreement, or (iiiv) determination opposing a motion by the First Lien Agent to lift the automatic stay. The First Lien Creditors agree not to initiate or prosecute or join with any person to initiate or prosecute any claim, action or other proceeding challenging the enforceability, validity, priority or perfected status of any other Secured Creditor in respect of any Priority Collateral or Liens on assets securing the value of any claims of such parties Second Lien Obligations under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Second Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimDocuments. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency ProceedingNotwithstanding anything to the contrary contained herein, the Junior Secured Second Lien Creditors agree that they will not object contest, protest, or object, and will be deemed to have consented pursuant to section 363(f) of the Bankruptcy Code (or oppose section 36 of the CCAA or any other analogous Bankruptcy Law), to a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free or the process or procedures for obtaining bids for and clear effecting a Disposition of Liens Collateral (including the right of the First Lien Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential Disposition), or other claims any motion or order in connection with any such Disposition, process or procedures, under Section section 363 of the Bankruptcy Code (or section 36 of the CCAA or any other provision of the Bankruptcy CodeCode or applicable Bankruptcy Law), if the Priority Secured Creditors with respect to such Collateral have consented First Lien Agent consents to such Disposition. No Junior Secured Creditor shall initiate , such process or prosecute procedures or join with any other Person to initiate such motion or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, order; provided that (a) either (i) challenging pursuant to court order, the enforceabilityLiens of the Second Lien Creditors attach to the net Proceeds of the Disposition with the same priority and validity as the Liens held by the Second Lien Creditors on such Collateral, validity, priority (on and the Liens remain subject to the terms inconsistent with of this Agreement) , or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold net Proceeds of a Disposition of Collateral received by First Lien Agent in excess of those necessary to achieve the Discharge of First Lien Obligations are distributed in accordance with respect to the Priority Secured CreditorsUCC, or the PPSA and applicable law, and (iiib) determination the net cash Proceeds of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties Disposition under Section 506(a363(b) of the Bankruptcy Code (or otherwisesection 36 of the CCAA or any other provision of the Bankruptcy Code or applicable Bankruptcy Law), net of any reasonable and customary “carve-outs”, break up fees, expense reimbursement and administrative claims, are permanently applied to the DIP Financing or to the First Lien Obligations or are set aside for any reasonable and customary wind-down, liquidation or similar costs in an amount not to exceed $500,000 in the aggregate for all such Dispositions. No Secured Creditor will assert a claim that challenges Notwithstanding the perfection or validity foregoing, the Second Lien Agent, on behalf of a itself and the other Second Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyanceCreditors, unlawful payment of distributions may raise any objections to equity holders or other like allegations, or (y) any such Disposition that could be asserted with comparable merit against Liens, interests or rights raised by any creditor of the Person asserting the claim. (b) Notwithstanding Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision in of this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that Agreement and are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) not based on the status of the Bankruptcy Code; providedSecond Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, that (ineither the Second Lien Agent nor the Second Lien Creditors may raise any objections based on rights afforded by Sections 363(e) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(kf) of the Bankruptcy Code to secured creditors (or otherwiseby any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Agent.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors agree The Second Lien Holder agrees that they it will not object to or oppose and will be deemed to have consented to a Disposition of any First Lien Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors with respect to such Collateral have First Lien Holder has consented to such Dispositionor Disposition of such assets, as long as all proceeds of such Disposition received by the First Lien Holder on account of the First Lien Obligations will be applied to permanently reduce the First Lien Obligations (and all remaining proceeds shall be applied as set forth in Section 3.4). No Junior Secured Creditor shall The Second Lien Holder waives (a) any claim it may now or hereafter have arising out of the First Xxxx Xxxxxx’x election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code and (b) any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against First Lien Holder or any of the First Lien Collateral. The Second Lien Holder agrees not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the enforceability of the First Xxxx Xxxxxx’x claims as fully secured claims with respect to all or proceeding part of the First Lien Obligations or for allowance of any natureFirst Lien Obligations (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever including, without limitationby the First Lien Holder to enforce its rights or remedies arising under the First Lien Documents, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreementwithout limiting the application of proceeds set forth in Section 3.4) or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation DocumentsFirst Lien Collateral, (iiiii) asserting in its capacity as creditor any claims which the Company or any other Obligor Obligors may hold with respect to the Priority Secured CreditorsFirst Lien Holder, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Holder or (iiiv) determination of any other Secured Creditor in respect of any Priority Collateral or opposing a motion by the value of any claims of such parties under Section 506(a) of First Lien Holder to lift the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimautomatic stay. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, Each of the Junior Secured Second Lien Creditors and Third Lien Creditors agree that they will not object to or oppose a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, securing the First Lien Obligations (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured First Lien Creditors with respect to such Collateral have consented to such DispositionDisposition of such assets in accordance with the First Lien Documents, so long as the security interests of the Collateral Agent for the benefit of the Second Lien Creditors and the Third Lien Creditors in such Collateral attach to the proceeds thereof subject to the terms of this Agreement, including, without limitation, the order of application provided in Section 2.4; provided that the Second Lien Trustee, on behalf of itself and the other Second Lien Creditors, and the Credit Agreement Agent, on behalf of itself and the other Third Lien Creditors, may raise any objections to any such Disposition of such Collateral that could be raised by any unsecured creditor of the Obligors solely in its capacity as an unsecured creditor, provided, further, that, neither the Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent nor the Third Lien Creditors may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law). No Junior Secured Creditor shall The Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors waive any claim they may now or hereafter have arising out of the First Lien Creditors’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code. The Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors agree not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the enforceability of the First Lien Creditors’ claims as fully secured claims with respect to all or proceeding part of the First Lien Obligations or for allowance of any natureFirst Lien Obligations (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever including, without limitationby the First Lien Trustee or the First Lien Creditors to enforce (or instruct the Collateral Agent on their behalf to enforce) their rights or remedies arising under the First Lien Documents in a manner which is not prohibited by the terms of this Agreement, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral assets securing the Priority First Lien Obligations of the Priority Secured Creditors under the applicable Obligation First Lien Documents, (iiiii) asserting any claims which the Company or any other Obligor Obligors may hold with respect to the Priority Secured First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Trustee or (iiiv) determination opposing a motion by the First Lien Trustee (or the Collateral Agent on its behalf) to lift the automatic stay. The First Lien Creditors agree not to initiate or prosecute or join with any person to initiate or prosecute any claim, action or other proceeding challenging the enforceability, validity, priority or perfected status of any other Secured Creditor in respect of any Priority Collateral Liens on assets securing the Second Lien Obligations under the Second Lien Documents or the value of any claims of such parties Third Lien Obligations under the Third Lien Documents. After the First Lien Termination Date, the Second Lien Trustee and Second Lien Creditors shall succeed to the rights and benefits accorded the First Lien Trustee and First Lien Creditors under this Section 506(a) 5.3, and the Credit Agreement Agent and the Third Lien Creditors shall be deemed to have agreed that all of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges provisions of this Section 5.3 relating to such rights and benefits shall inure to the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights benefit of the Person asserting Second Lien Trustee and the claim. (b) Notwithstanding any other provision Second Lien Creditors as if provisions to such effect were expressly set forth in full in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwiseSection.

Sale of Collateral; Waivers. (a) In any Insolvency ProceedingNotwithstanding anything to the contrary contained herein, the Junior Secured Creditors agree that they Second Lien Creditor will not object contest, protest, or object, and will be deemed to have consented pursuant to section 363(f) of the Bankruptcy Code (or oppose any other analogous Bankruptcy Law), to a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free or the process or procedures for obtaining bids for and clear effecting a Disposition of Liens Collateral (including the right of the First Lien Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential Disposition), or other claims any motion or order in connection with any such Disposition, process or procedures, under Section section 363 of the Bankruptcy Code (or any other provision of the Bankruptcy CodeCode or applicable Bankruptcy Law), if the Priority Secured Creditors with respect to such Collateral have consented First Lien Agent consents to such Disposition. No Junior Secured Creditor shall initiate , such process or prosecute procedures or join with any other Person to initiate such motion or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, order; provided that (a) either (i) challenging pursuant to court order, the enforceabilityLiens of the Second Lien Creditor attach to the net Proceeds of the Disposition with the same priority and validity as the Liens held by the Second Lien Creditor on such Collateral, validity, priority (on and the Liens remain subject to the terms inconsistent with of this Agreement) , or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold net Proceeds of a Disposition of Collateral received by First Lien Agent in excess of those necessary to achieve the Discharge of First Lien Obligations are distributed in accordance with respect to the Priority Secured CreditorsUCC and applicable law, or and (iiib) determination the net cash Proceeds of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties Disposition under Section 506(a363(b) of the Bankruptcy Code (or otherwiseany other provision of the Bankruptcy Code or applicable Bankruptcy Law), net of any reasonable and customary “carve-outs”, break up fees, expense reimbursement and administrative claims, are permanently applied to the DIP Financing or to the First Lien Obligations or are set aside for any reasonable and customary wind-down, liquidation or similar costs in an amount not to exceed $500,000 in the aggregate for all such Dispositions. No Secured Notwithstanding the foregoing, the Second Lien Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions may raise any objections to equity holders or other like allegations, or (y) any such Disposition that could be asserted with comparable merit against Liens, interests or rights raised by any creditor of the Person asserting the claim. (b) Notwithstanding Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision in of this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that Agreement and are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) not based on the status of the Bankruptcy Code; provided, that Second Lien Creditor as secured creditor (i) unless, prior to or in connection with a successful credit bidwithout limiting the foregoing, the Revolving Credit Obligations are Paid In Full, no Term Loan Second Lien Creditor may credit bid not raise any objections based on any Revolving Credit Priority Collateral rights afforded by Sections 363(e) and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(kf) of the Bankruptcy Code to secured creditors (or otherwiseby any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Creditor.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured The Second Lien Creditors agree that they will not object to or oppose a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, securing the Senior Indebtedness (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors with respect to such Collateral Lenders have consented to such Dispositionor Disposition of such assets,; provided that the Second Lien Creditors, may raise any objections to any such Disposition of such Collateral that could be raised by any creditor of the Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Creditors as secured creditors (without limiting the foregoing, the Second Lien Creditors may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Creditors. No Junior Secured Creditor shall The Second Lien Creditors waive any claim they may now or hereafter have arising out of the Lenders’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code. The Second Lien Creditors agree not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the enforceability of the Lenders’ claims as fully secured claims with respect to all or proceeding part of the Senior Indebtedness or for allowance of any natureSenior Indebtedness (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever including, without limitationby the Senior Agent or the Lenders to enforce their rights or remedies arising under the Loan Documents (or Permitted Refinancing Loan Documents) in a manner which is not prohibited by the terms of this Agreement, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral assets securing the Priority Obligations of the Priority Secured Creditors Senior Indebtedness under the applicable Obligation Loan Documents (or Permitted Refinancing Loan Documents), (iiiii) asserting any claims which the Company or any other Obligor Obligors may hold with respect to the Priority Secured CreditorsLenders, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the Senior Agent or (iiiv) determination opposing a motion by the Senior Agent to lift the automatic stay. The Lenders agree not to initiate or prosecute or join with any person to initiate or prosecute any claim, action or other proceeding challenging the enforceability, validity, priority or perfected status of any other Secured Creditor in respect of any Priority Collateral or Liens on assets securing the value of any claims of such parties Second Lien Loans under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimSubordinated Indebtedness Documents. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors agree that they will not object to or oppose and will be deemed to have consented to a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors with respect to such Collateral have consented to such Disposition. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever including, without limitation, (i) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors under the applicable Obligation Documents, (ii) asserting any claims which the Company or any other Obligor may hold with respect to the Priority Secured Creditors, or (iii) determination of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claim. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Each Junior Secured Creditors agree Creditor agrees that they it will not object to or oppose a Disposition of any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Priority Secured Creditors Creditor has consented to such Disposition of such Collateral, as long as all net proceeds of such Disposition received by the Priority Secured Creditor will be applied to the permanent reduction of the Priority Secured Creditor Obligations or to the payment of expenses required by the Bankruptcy Court to be paid as a condition to the approval of the sale; provided that the Junior Secured Creditor may raise any objections to any such Disposition of such Collateral that could be raised by any creditor of the applicable Obligor whose claims were not secured by any Liens on such Collateral; provided that such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the objecting party as a secured creditor (without limiting the foregoing, no Secured Creditor may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to the Liens granted the Junior Secured Creditor in such Collateral have consented to such DispositionCollateral. No Junior Secured Creditor shall initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing proceeding (i) challenging the enforceability of the Priority Secured Creditor’s claims as fully secured claims with respect to all or proceeding part of the Priority Obligations secured by Collateral or for allowance of any naturePriority Obligations (including those consisting of post-petition interest, fees or otherwise take expenses) or opposing any action whatsoever including, without limitationby the Priority Secured Creditor to enforce its rights or remedies arising under the applicable Loan Documents as to its priority in a manner which is not prohibited by the terms of this Agreement, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral securing the Priority Obligations of the Priority Secured Creditors Creditor under the applicable Obligation Documents, (iiiii) asserting any claims which the Company or any other Obligor may hold with respect to the Priority Secured CreditorsCreditor, (iv) seeking to lift the automatic stay with respect to any Enforcement Action against Collateral as to which it is the Junior Secured Creditor, to the extent that such action is opposed by the Priority Secured Creditor as to such Collateral, or (iiiv) determination of any other opposing a motion by the Priority Secured Creditor in to lift the automatic stay as to an Enforcement Action with respect of any to Collateral as to which it is the Priority Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) that could be asserted with comparable merit against Liens, interests or rights of the Person asserting the claimCreditor. (b) Notwithstanding any other provision in this Agreement, any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwise.

Sale of Collateral; Waivers. (a) In any Insolvency Proceeding, the Junior Secured Creditors agree The Second Lien Agent and each Second Priority Lender agrees that they it will not object to or oppose a Disposition sale or other disposition of Common Collateral (or any Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral, portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code, Code if the Senior Agent and First Priority Secured Creditors with respect to such Collateral Lenders have consented to such Dispositionsale or disposition of such assets and the Second Lien Agent and each Second Priority Lender will be deemed to have (a) consented under Section 363 of the Bankruptcy Code or such other provision to any such sale or disposition supported by the Senior Agent and First Priority Lenders; provided that, such sale or other disposition is subject to notice, efforts to attract competitive bids and a competitive bidding procedure approved by the court, and (b) so long as the First Lien Agent and the First Priority Lenders shall have released their liens, released their Liens in such assets or property or interests and the proceeds of such sale are applied to permanently reduce the First Priority Claims; provided that, the proceeds of such sale are applied in accordance with Section 6 hereof. No Junior Secured Creditor shall The foregoing to the contrary notwithstanding, after the Discharge of the First Priority Claims the Second Lien Agent and the Second Priority Lenders may exercise any rights under Section 363(k) of the Bankruptcy Code. The Second Lien Agent and each Second Priority Lender waives any claim they may now or hereafter have arising out of the Senior Agent’s and/or First Priority Lenders’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code. The Second Lien Agent and each Second Priority Lender agrees not to initiate or prosecute or join with any other Person person to initiate or prosecute any claim, action or other proceeding, take any position at any hearing or proceeding (i) challenging the enforceability of any naturethe First Priority Claims as being a fully secured claim, or otherwise take opposing any action whatsoever including, without limitationby the Senior Agent and/or First Priority Lenders to enforce its/their rights or remedies under or relating to the First Priority Documents, (iii) challenging the enforceability, validity, priority (on terms inconsistent with this Agreement) or perfected status of any Liens on any Collateral assets securing the First Priority Obligations of the Priority Secured Creditors Claims under the applicable Obligation First Priority Documents, (iiiii) asserting any claims which the Company or any other Obligor Grantors may hold with respect to the Senior Agent and/or First Priority Secured CreditorsLenders, (iv) seeking relief from the automatic stay or any other stay without the prior consent of the Senior Agent, unless the First Priority Lenders are seeking relief from the automatic stay or any other applicable stay (provided that the Second Priority Lenders shall remain subject to any other applicable limitations on their exercise of remedies contained in this Agreement), or (iiiv) determination opposing a motion by the Senior Agent and/or First Priority Lenders to lift any automatic stay. Notwithstanding the foregoing, the Second Lien Agent and any Second Lien Lender may raise any objections to any such sale or disposition of any other Secured Creditor in respect of any Priority Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. No Secured Creditor will assert a claim that challenges the perfection or validity of a Lien or Obligations of another Secured Creditor that is based on allegations (x) of fraudulent conveyance, unlawful payment of distributions to equity holders or other like allegations, or (y) assets that could be asserted with comparable merit against Liens, interests or rights raised by any creditor of the Person asserting the claim. (b) Notwithstanding Borrower or any other provision in this Agreement, Grantor whose claims are not secured by any Secured Creditor (other than any Existing Notes Creditor) may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code; provided, that (i) unless, prior to or in connection with a successful credit bid, the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may credit bid Liens on any Revolving Credit Priority Collateral and (ii) unless, prior to or in connection with a successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term Loan Priority Collateral . No Existing Notes Creditor may credit bid for any assets that are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of the Bankruptcy Code or otherwisesuch Collateral.