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.

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 opposing a motion by the Person asserting Revolving Loan Creditors to lift any automatic stay relating exclusively to the claimRevolving Loan Priority Collateral.

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 Bankruptcy Code. The Notes Secured Parties agree that the Company or any other Obligor may hold with respect Revolving Loan Secured Parties shall have the right 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 credit bid under Section 506(a363(k) of the Bankruptcy Code with respect to, or otherwise. No otherwise object to any such sale or other disposition of, the Revolving Loan Priority Collateral and the Revolving Loan Secured Creditor will assert a claim Parties agree that challenges the perfection or validity of a Lien or Obligations of another Notes Secured Creditor that is based on allegations (xParties shall have the right to credit bid under Section 363(k) of fraudulent conveyancethe Bankruptcy Code with respect to, unlawful payment of distributions or otherwise object to equity holders any such sale or other like allegationsdisposition 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 (y) that could be asserted with comparable merit against Liens, interests or rights other disposition of the Person asserting the claimCollateral 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 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.:

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.

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.

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.