Common use of Sale of Collateral; Waivers Clause in Contracts

Sale of Collateral; Waivers. Each of the Second Lien Creditors and Third Lien Creditors agree that they will not object to or oppose a Disposition of any 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 First Lien Creditors have consented to such Disposition of such assets, so long as the interests 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, that 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 repay the First Lien Obligations and, after Payment in Full of the First Lien Obligations, to repay the Second Lien Obligations; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, and the Third Lien 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 Agent, the Second Lien Creditors, the Third Lien 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).The Second Lien Agent, the Second Lien Creditors, the Third Lien 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 Agent, the Second Lien Creditors, the Third Lien 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 (i) challenging the enforceability of the First Lien Creditors’ claims as fully secured claims with respect to all or part of the First Lien Obligations or for allowance of any First Lien Obligations (including those consisting of post-petition interest, fees or expenses) or opposing any action by 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, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Obligations under the First Lien Documents, (iii) asserting any claims which the Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Agent or (v) 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 Liens on assets securing the Second Lien Obligations under the Second Lien Documents or the Third Lien Obligations under the Third Lien Documents.

Sale of Collateral; Waivers. Each of the The Second Lien Creditors and Third Claimholders agree that, until the Discharge of Senior Lien Creditors agree that Obligations, they will not object limit objections to a sale or oppose a Disposition other disposition of any Collateral assets securing the First Senior Lien Obligations under the Senior Lien Note Documents (or any portion thereof) free and clear of Liens or Liens, claims and other claims interests under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, including Sections 363, 365 and 1129, if the First Senior Lien Creditors have Collateral Agent has consented to such Disposition sale or other disposition to those objections that are available in Section 6.11. Until the Discharge of such assets, so long as the interests 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, that 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 repay the First Lien Obligations and, after Payment in Full of the First Senior Lien Obligations, to repay at the Second Lien Obligations; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, and the Third Lien 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 written request of the Obligors solely in its capacity as an unsecured creditor, provided, further, that, neither the Second Senior Lien Collateral Agent, the Second Lien Creditors, the Third Lien Agent nor the Third Lien Creditors may raise any objections based on rights afforded by Sections 363(e) Collateral Agents and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law).The Second Lien Agent, the Second Lien Creditors, the Third Claimholders will object to any such sale. The Second Lien Agent and the Third Lien Creditors Claimholders waive (x) any claim they may now or hereafter have arising out of the First Senior Lien Creditors’ Claimholders' election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy CodeCode and (y) any right to assert or enforce any claim under section 506(c) or 552 of the Bankruptcy Code as against Senior Lien Claimholders or any of the Collateral to the extent securing the Senior Lien Obligations. The Second Lien Agent, Collateral Agents and the Second Lien Creditors, the Third Lien Agent and the Third Lien Creditors Claimholders agree not to to, until the Discharge of Senior Lien Obligations, (i) 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 First Lien Creditors’ claims as fully secured claims with respect to all or part of the First Lien Obligations or for allowance of any First Lien Obligations (including those consisting of post-petition interest, fees or expenses) or opposing any action by 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, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Obligations under the First Lien Documents, (iii) asserting any claims which the Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Agent or (v) opposing a motion by the First Senior Lien Collateral Agent to lift the automatic stay. The First Lien Creditors agree not , or (ii) propose or vote (to initiate or prosecute or join with any person the extent such vote is required to initiate or prosecute any claim, action or other proceeding challenging satisfy Section 1129(a)(10) of the enforceability, validity, priority or perfected status Bankruptcy Code) in favor of any Liens on assets securing chapter 11 plan that seeks confirmation under Section 1129(b)(2) of the Second Bankruptcy Code with respect to the Senior Lien Obligations under the Second Lien Documents or the Third Lien Obligations under the Third Lien DocumentsObligations.

Sale of Collateral; Waivers. Each of the The Second Lien Creditors and Third Lien Creditors agree that they will not object hereby consent to or oppose a Disposition of any 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 First Lien Creditors have consented to such the Disposition of such assets, so long as the interests 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, that 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 repay the First Lien Obligations and, after Payment in Full of to permanently reduce the Maximum First Lien Obligations, to repay the Second Lien ObligationsPrincipal Amount; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, and the Third Lien 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 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 an unsecured creditor, provided, further, thatsecured creditors (without limiting the foregoing, neither the Second Lien Agent, the Second Lien Creditors, the Third Lien Agent nor the Third 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).The Law)) with respect to the Liens granted to the Second Lien Agent, the . The Second Lien Creditors, the Third Lien Agent and the Third 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)(21111 (b)(2) of the Bankruptcy Code. The Second Lien Agent, the Second Lien Creditors, the Third Lien Agent and the Third 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 (i) challenging the enforceability of the First Lien Creditors’ claims as fully secured claims with respect to all or part of the First Lien Obligations or for allowance of any First Lien Obligations (including those consisting of post-petition interest, fees or expenses) or opposing any action by 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, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Obligations under the First Lien Documents, (iii) asserting any claims which the Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Agent or (v) 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 Liens on assets securing the Second Lien Obligations under the Second Lien Documents or the Third Lien Obligations under the Third Lien Documents.

Sale of Collateral; Waivers. Each of the The Second Lien Creditors and Third Lien Creditors agree that they will not object to or oppose a Disposition sale or other disposition of any Collateral assets securing the Obligations under the First Lien Obligations Loan 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 First Lien Creditors have consented to such Disposition sale or disposition of such assets, so long as the interests 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, except that 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 repay the First Lien Obligations and, after Payment in Full of the First Lien Obligations, to repay the Second Lien Obligations; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, and the Third Lien Agent, on behalf of itself and the other Third Lien Creditors, they may raise any objections to assert any such Disposition of such Collateral objection that could be raised asserted by any unsecured creditor of the Obligors solely in its capacity as an unsecured creditor, provided, further, that, neither the . The Second Lien Agent, the Second Lien Creditors, the Third Lien 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).The Second Lien Agent, the Second Lien Creditors, the Third Lien 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 Agent, the Second Lien Creditors, the Third Lien 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 (i) challenging the enforceability of the First Lien Creditors’ claims claim as a fully secured claims claim with respect to all or part of the First Lien Obligations or for allowance of any First Lien Obligations (including those consisting of post-petition interestLoan Obligations, fees or expenses) or opposing any action by the First Lien Agent or the First Lien Creditors to enforce their rights or remedies arising relating under the First Lien Documents in a manner which is not prohibited by the terms of this AgreementLoan Documents, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Loan Obligations under the First Lien Loan Documents, (iii) asserting any claims which the Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Agent Agent, or (v) 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 Liens on assets securing the Second Lien Obligations under the Second Lien Documents or the Third Lien Obligations under the Third Lien Documents.

Sale of Collateral; Waivers. Each The Second Lien Claimholders agree that, until the first to occur of the Discharge of Senior Lien Obligations or the Second Lien Creditors and Third Lien Creditors agree that Maturity Date, they will not object limit objections to a sale or oppose a Disposition other disposition of any Collateral assets securing the First Senior Lien Obligations under the Senior Lien Note Documents (or any portion thereof) free and clear of Liens or Liens, claims and other claims interests under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, including Sections 363, 365 and 1129, if the First Senior Lien Creditors have Collateral Agent has consented to such Disposition sale or other disposition to those objections that are available in Section 6.5. Until the first to occur of such assets, so long as the interests Discharge of Senior Lien Obligations or the Second Lien Creditors and Maturity Date, at the Third written request of Senior Lien Creditors in such Collateral attach to the proceeds thereof subject to the terms of this AgreementAgent, including, without limitation, that 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 repay the First Lien Obligations and, after Payment in Full of the First Lien Obligations, to repay the Second Lien Obligations; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, and the Third Lien Agent, on behalf of itself and the other Third Lien Creditors, may raise any objections Claimholders will object 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 sale. The Second Lien Agent, the Second Lien Creditors, the Third Lien 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).The Second Lien Agent, the Second Lien Creditors, the Third Lien Agent and the Third Lien Creditors Claimholders waive any claim they may now or hereafter have arising out of the First Senior Lien Creditors’ Claimholders' 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 AgentClaimholders agree not to, until the first to occur of either the Discharge of Senior Lien Obligations or the Second Lien CreditorsMaturity Date, the Third Lien Agent and the Third Lien Creditors agree not to (i) 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 First Lien Creditors’ claims as fully secured claims with respect to all or part of the First Lien Obligations or for allowance of any First Lien Obligations (including those consisting of post-petition interest, fees or expenses) or opposing any action by 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, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Obligations under the First Lien Documents, (iii) asserting any claims which the Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Agent or (v) opposing a motion by the First Senior Lien Collateral Agent to lift the automatic stay. The First Lien Creditors agree not , or (ii) propose or vote (to initiate or prosecute or join with any person the extent such vote is required to initiate or prosecute any claim, action or other proceeding challenging satisfy Section 1129(a)(10) of the enforceability, validity, priority or perfected status Bankruptcy Code) in favor of any Liens on assets securing chapter 11 plan that seeks confirmation under Section 1129(b)(2)(A) of the Second Bankruptcy Code with respect to the Senior Lien Obligations under the Second Lien Documents or the Third Lien Obligations under the Third Lien DocumentsObligations.