Common use of Sale of Collateral; Waivers Clause in Contracts

Sale of Collateral; Waivers. The Second 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, 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. 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 (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 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 (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.

Sale of Collateral; Waivers. The Second Lien Creditors agree that they will not object to or oppose a Disposition of any Collateral securing the First Lien Obligations 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 First Lien Creditors Lenders 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 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 AgentCreditors. The Second Lien Agent and the Second Lien Creditors waive any claim they may now or hereafter have arising out of the First Lien CreditorsLenders’ 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 (i) challenging the enforceability of the First Lien CreditorsLenders’ claims as fully secured claims with respect to all or part of the First Lien Obligations Senior Indebtedness or for allowance of any First Lien Obligations Senior Indebtedness (including those consisting of post-petition interest, fees or expenses) or opposing any action by the First Lien Senior Agent or the First Lien Creditors Lenders to enforce their rights or remedies arising under the First Lien Loan Documents (or Permitted Refinancing Loan 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 Senior Indebtedness under the First Lien Loan Documents (or Permitted Refinancing Loan Documents), (iii) asserting any claims which the Obligors may hold with respect to the First Lien CreditorsLenders, (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 Senior Agent or (v) opposing a motion by the First Lien Senior Agent to lift the automatic stay. The First Lien Creditors 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 Liens on assets securing the Second Lien Obligations Loans under the Second Lien Subordinated Indebtedness Documents.

Sale of Collateral; Waivers. The Second Lien Creditors Claimholders agree that that, until the Discharge of Senior Lien 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, including Sections 363, 365 and 1129, if the First Senior Lien Creditors have Collateral Agent has consented to such sale or Disposition other disposition to those objections that are available in Section 6.11. Until the Discharge of such assetsSenior Lien Obligations, as long as all proceeds of such Disposition received by at the First Lien Creditors on account written request of the First Senior Lien Obligations will be applied in reduction of the First Lien Obligations andCollateral Agent, subject to the above, the Liens of the Second Lien Creditors attach to any proceeds of such Disposition; provided that Collateral Agents and the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, may raise any objections Claimholders will object 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 Agentsale. The Second Lien Agent and the Second 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 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 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 (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 DocumentsObligations.

Sale of Collateral; Waivers. The Notwithstanding anything to the contrary contained herein, the Second Lien Creditors agree that they 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, or the process or procedures for obtaining bids for and effecting a Disposition of Collateral securing (including the right of the First Lien Obligations (Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential Disposition), or any portion thereof) free and clear of Liens motion or other claims order in connection with any such Disposition, process or procedures, under Section section 363 of the Bankruptcy CodeCode (or any other provision of the Bankruptcy Code or applicable Bankruptcy Law), if the First Lien Creditors have consented Agent consents to such Disposition, such process or Disposition of procedures or 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 motion or order; provided that (a) either (i) pursuant to the abovecourt order, the Liens of the Second Lien Creditors Creditor attach to any proceeds the net Proceeds of such Disposition; provided that the Disposition with the same priority and validity as the Liens held by the Second Lien AgentCreditor on such Collateral, on behalf of itself and the Liens remain subject to the terms of this Agreement, or (ii) the 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 the UCC and applicable law, and (b) the net cash Proceeds of any Disposition under Section 363(b) of the Bankruptcy Code (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. Notwithstanding the foregoing, the Second Lien Creditors, Creditor 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 Creditor as secured creditors creditor (without limiting the foregoing, neither the Second Lien Agent nor the Second Lien Creditors Creditor 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 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. 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 (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 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 (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 DocumentsCreditor.

Sale of Collateral; Waivers. The Second 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 or the 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 to the First Lien Obligations and, subject to permanently reduce the above, the Liens of the Second Maximum First Lien Creditors attach to any proceeds of such DispositionPrincipal 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. 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)(21111 (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 (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 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 (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.

Sale of Collateral; Waivers. The Notwithstanding anything to the contrary contained herein, the 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, or the process or procedures for obtaining bids for and effecting a Disposition of Collateral securing (including the right of the First Lien Obligations (Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential Disposition), or any portion thereof) free and clear of Liens motion or other claims order in connection with any such Disposition, process or procedures, under Section section 363 of the Bankruptcy CodeCode (or section 36 of the CCAA or any other provision of the Bankruptcy Code or applicable Bankruptcy Law), if the First Lien Creditors have consented Agent consents to such Disposition, such process or Disposition of procedures or 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 motion or order; provided that (a) either (i) pursuant to the abovecourt order, the Liens 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, and the Liens remain subject to the terms of this Agreement, or (ii) the 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 the UCC, the PPSA and applicable law, and (b) the net cash Proceeds of any proceeds Disposition under Section 363(b) of the Bankruptcy Code (or section 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 Disposition; provided that Dispositions. Notwithstanding the foregoing, 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. 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 (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 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 (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.

Sale of Collateral; Waivers. The Second Lien Creditors agree Holder agrees that they it will not object to or oppose and will be deemed to have consented to a Disposition of any Collateral securing the First Lien Obligations 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 First Lien Creditors have Holder has consented to such or Disposition of such assets, as long as all proceeds of such Disposition received by the First Lien Creditors Holder on account of the First Lien Obligations will be applied in reduction of to permanently reduce the First Lien Obligations and, subject to the above, the Liens of the Second Lien Creditors attach to any (and all remaining 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 shall 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 applied 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 Lawset forth in Section 3.4)) with respect to the Liens granted to the Second Lien Agent. The Second Lien Agent and the Second Lien Creditors waive Holder waives (a) any claim they it may now or hereafter have arising out of the First Lien Creditors’ 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 CodeCode 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 Agent and the Second Lien Creditors agree Holder agrees 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’ Xxxx Xxxxxx’x 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 Holder to enforce their its rights or remedies arising under the First Lien Documents in a manner which is not prohibited by the terms of this AgreementDocuments, (ii) challenging the enforceability, validity, priority (without limiting the application of proceeds set forth in Section 3.4) or perfected status of any Liens on assets securing the First Lien Obligations under the First Lien DocumentsCollateral, (iii) asserting in its capacity as creditor any claims which the Obligors may hold with respect to the First Lien CreditorsHolder, (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 Holder or (v) opposing a motion by the First Lien Agent Holder 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.

Sale of Collateral; Waivers. The Notwithstanding anything to the contrary contained herein, the 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, or the process or procedures for obtaining bids for and effecting a Disposition of Collateral securing (including the right of the First Lien Obligations (Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential Disposition), or any portion thereof) free and clear of Liens motion or other claims order in connection with any such Disposition, process or procedures, under Section section 363 of the Bankruptcy CodeCode (or section 36 of the CCAA or any other provision of the Bankruptcy Code or applicable Bankruptcy Law), if the First Lien Creditors have consented Agent consents to such Disposition, such process or Disposition of procedures or 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 motion or order; provided that (a) either (i) pursuant to the abovecourt order, the Liens 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, and the Liens remain subject to the terms of this Agreement, or (ii) the 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 the UCC, the PPSA and applicable law, and (b) the net cash Proceeds of any proceeds Disposition under Section 363(b) of the Bankruptcy Code (or section 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 Disposition; provided that Dispositions. Notwithstanding the foregoing, 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. 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 (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 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 (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.

Sale of Collateral; Waivers. 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 assets securing the Obligations under the First Lien Obligations 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 First Lien Creditors have consented to such except on a basis of objection 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 opposition that could be raised by any creditor of an unsecured creditor, if 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 Applicable First Lien Agent has consented to such sale or disposition of such assets, it being understood that the Second Lien Creditors as secured creditors (without limiting shall, unless the foregoingnet proceeds of such sale are applied in accordance with Section 5.5(a), neither be entitled to a Lien with respect to the Second Lien Agent nor net proceeds of such sale subject to the terms and conditions of this Agreement. The Second Lien Creditors may raise further agree they will not object to or oppose, or support any objections based on rights afforded by Sections 363(e) and (fparty in opposing, the right of the Applicable First Lien Agent to credit bid under Section 363(k) of the Bankruptcy Code to secured creditors (or by any comparable similar provision of under any other applicable Bankruptcy Law)) with respect to the Liens granted Collateral, subject to the Second Lien Agentprovision of the immediately preceding sentence. 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 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 First Lien Creditors’ claims claim as a fully secured claims 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 for allowance of any First Lien Obligations (including those consisting of post-petition interestObligations, 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 relating under the First Lien Documents, ; (iiiii) asserting any claims which the Obligors may hold with respect to the First Lien CreditorsCreditors or asserting or enforcing, at any time prior to the discharge of First Lien Obligations, any claim under Section 506(c) of the Bankruptcy Code senior to or on parity with the First Lien Obligations for costs or expenses of preserving or disposing of any Collateral; (iviii) seeking to lift the any 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 Applicable First Lien Agent or Agent; (viv) opposing a motion by the Applicable First Lien Agent to lift the any automatic stay. The ; (v) proposing or voting (to the extent such vote is required to satisfy Section 1129(a)(10) of the Bankruptcy Code) in favor of any chapter 11 plan that seeks confirmation under Section 1129(b)(2)(A) of the Bankruptcy Code, unless the First Lien Creditors agree not Lenders consent in writing and in advance to initiate or prosecute or join with any person to initiate or prosecute any claim, such action or other proceeding challenging such chapter 11 plan has been accepted by the enforceabilityclass of First Lien Lenders voting thereon in accordance with Section 1126 of the Bankruptcy Code; or (vi) resulting or potentially resulting in any “cram down” of the First Lien Obligations, validityany DIP Financing or any claims of the First Lien Lenders, priority including any vote or perfected status proposal to vote 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, unless the First Lien Obligations under the Second Lien DocumentsLenders consent in writing and in advance to such action.

Sale of Collateral; Waivers. The Second 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 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 to the First Lien Obligations and, subject to permanently reduce the above, the Liens of the Second Maximum First Lien Creditors attach to any proceeds of such DispositionPrincipal 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. 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 (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 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 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 (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.

Sale of Collateral; Waivers. The 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 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, 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 in reduction of to repay the First Lien Obligations and, subject after Payment in Full of the First Lien Obligations, to the above, the Liens of repay the Second Lien Creditors attach to any proceeds of such DispositionObligations; 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 whose claims were not secured by any Liens on such Collateralsolely in its capacity as an unsecured creditor, 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 foregoingprovided, further, that, neither the Second Lien Agent, the Second Lien Creditors, the Third Lien Agent nor the Second 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)) with respect to the Liens granted to Law).The Second Lien Agent, the Second Lien Agent. The Second Creditors, the Third Lien Agent and the Second 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 Second 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 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 (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. The Second Lien (a) Notwithstanding anything to the contrary contained herein, the Term Loan Creditors agree that they will not object contest, protest, or object, and will be deemed to or oppose a Disposition of any Collateral securing the First Lien Obligations (or any portion thereofhave consented pursuant to section 363(f) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code, to a Disposition of ABL Priority Collateral, or the process or procedures for obtaining bids for and effecting a Disposition of 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 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 First Lien Creditors have consented ABL Agent consents to such Disposition, such process or Disposition of procedures or 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 motion or order; provided that (a) either (i) pursuant to the abovecourt order, the Liens of the Second Lien Term Loan Creditors attach to any proceeds the net Proceeds of such Disposition; provided that Disposition with the Second Lien Agentsame priority and validity as the Liens held by the Term Loan Creditors on such ABL Priority Collateral, and the Liens remain subject to the terms of this Agreement, or (ii) the 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 than Excess ABL Obligations) are 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(b) of the Bankruptcy Code are permanently applied to the DIP Financing or to the ABL Obligations or are set aside for a wind-down, liquidation or similar fund. Notwithstanding the foregoing, the Term Lender, on behalf of itself and the other Second Lien Term Loan 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 Term Lender or the Second Lien Term Loan Creditors as secured creditors (without limiting the foregoing, neither the Second Lien Agent Term Lender nor the Second Lien 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 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. 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 (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 Term Lender that are subordinate to the First Lien Creditors, (iv) seeking to lift the automatic stay as against the Collateral unless, subject Liens granted 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 (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 DocumentsABL Agent.

Sale of Collateral; Waivers. The Second Lien Creditors agree Agent and each Second Priority Lender agrees that they it will not object to or oppose a Disposition sale or other disposition of any Common 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 or any other applicable provision of the Bankruptcy Code if the Senior Agent and First Lien Creditors Priority Lenders have consented to such sale or Disposition 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 assets 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 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 Second 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 Creditors as secured creditors (without limiting Agent and the foregoingFirst Priority Lenders shall have released their liens, neither 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. The foregoing to the contrary notwithstanding, after the Discharge of the First Priority Claims the Second Lien Agent nor and the Second Lien Creditors Priority Lenders may raise exercise any objections based on rights afforded by Sections 363(e) and (funder Section 363(k) 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 AgentCode. The Second Lien Agent and the each Second Lien Creditors waive Priority Lender waives any claim they may now or hereafter have arising out of the Senior Agent’s and/or First Lien CreditorsPriority 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 the each Second Lien Creditors agree 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 (i) challenging the enforceability of the First Lien Creditors’ claims Priority Claims as being a 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 interestclaim, fees or expenses) or opposing any action by the Senior Agent and/or First Lien Agent or the First Lien Creditors Priority Lenders to enforce its/their rights or remedies arising under or relating to the First Lien Documents in a manner which is not prohibited by the terms of this AgreementPriority Documents, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Obligations Priority Claims under the First Lien Priority Documents, (iii) asserting any claims which the Obligors Grantors may hold with respect to the Senior Agent and/or First Lien CreditorsPriority Lenders, (iv) seeking to lift relief from the automatic stay as against or any other stay without the Collateral unlessprior 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 the provisions any other applicable limitations on their exercise of Section 2.4 hereofremedies contained in this Agreement), 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 (v) opposing a motion by the Senior Agent and/or First Lien Agent Priority Lenders to lift the any automatic stay. The First Notwithstanding the foregoing, the Second Lien Creditors agree Agent and any Second Lien Lender may raise any objections to any such sale or disposition of assets that could be raised by any creditor of the Borrower or any other Grantor whose claims are 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 secured by any Liens on assets securing the Second Lien Obligations under the Second Lien Documentssuch Collateral.

Sale of Collateral; Waivers. The 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 or Disposition of such assets, as long as all proceeds of such Disposition received by assets in accordance with the First Lien Creditors on account Documents, so long as the security interests of the First Lien Obligations will be applied in reduction of Collateral Agent for the First Lien Obligations and, subject to the above, the Liens benefit of the Second Lien Creditors and the Third Lien Creditors in such Collateral attach to any the proceeds thereof subject to the terms of such Dispositionthis 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 Second 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 whose claims were not secured by any Liens on such Collateralsolely in its capacity as an unsecured creditor, 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 foregoingprovided, further, that, neither the Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent nor the Second 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)) with respect to the Liens granted to the Second Lien Agent. The Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Second 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 Second 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 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, (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 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 Trustee or (v) 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 Liens on assets securing the Second Lien Obligations under the Second Lien Documents or the 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 5.3, and the Credit Agreement Agent and the Third Lien Creditors shall be deemed to have agreed that all of the provisions of this Section 5.3 relating to such rights and benefits shall inure to the benefit of the Second Lien Trustee and the Second Lien Creditors as if provisions to such effect were expressly set forth in full in this Section.

Sale of Collateral; Waivers. The Second Lien 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 securing in an Insolvency Proceeding, or the process or procedures for obtaining bids for and effecting such a Disposition of Collateral (including the right of the First Lien Obligations (Creditors to credit bid and the retention by the Obligors of professionals in connection with any potential Disposition), or any portion thereof) free and clear of Liens motion or other claims order in connection with any such Disposition, process or procedures, under Section 363 of the Bankruptcy CodeCode (or any other provision of the Bankruptcy Code or applicable Bankruptcy Law), if the First Lien Creditors have consented Agent consents to such Disposition, such process or Disposition of procedures or 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 motion or order; provided that (a) either (i) pursuant to the abovecourt order, the Liens 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, and the Liens remain subject to the terms of this Agreement, or (ii) the 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 the UCC and applicable law, and (b) the net cash Proceeds of any proceeds Disposition under Section 363(b) of such Disposition; provided that the Bankruptcy Code are permanently applied to the DIP Financing or to the First Lien Obligations or are set aside for a wind-down, liquidation or similar fund. Notwithstanding the foregoing, 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. 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 (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 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 (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.

Sale of Collateral; Waivers. The Second 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, Code or any other provision of the Bankruptcy Code if the First Lien Creditors have consented to such sale or Disposition 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 except that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, they may raise any objections to assert any such Disposition of such Collateral objection that could be raised asserted 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 Agentan unsecured creditor. 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 (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 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 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.

Sale of Collateral; Waivers. The Second Lien Creditors Claimholders agree that that, until the first to occur of the Discharge of Senior Lien Obligations or the Second Lien 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, including Sections 363, 365 and 1129, if the First Senior Lien Creditors have Collateral Agent has consented to such sale or Disposition of such assets, as long as all proceeds of such Disposition received by other disposition to those objections that are available in Section 6.5. Until the First Lien Creditors on account first to occur of the First Discharge of Senior 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 Maturity Date, at the foregoingwritten request of Senior Lien Collateral Agent, neither the Second Lien Agent nor the Second Lien Creditors may raise Claimholders will object to 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 Agentsuch sale. The Second Lien Agent and the Second 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 Agent and Claimholders agree not to, until the first to occur of either the Discharge of Senior Lien Obligations or the Second Lien Creditors agree not to Maturity Date, (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 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 (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 DocumentsObligations.