Common use of Administrative Agents May File Proofs of Claim Clause in Contracts

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agents (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agents shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Sections 2.03(i) and (j), 2.08 and 11.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agents and, in the event that the Administrative Agents shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.08 and 11.04. Nothing contained herein shall be deemed to authorize the Administrative Agents to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agents to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, any of the Administrative Agents (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether any of the Administrative Agents shall have made any demand on the BorrowerCompany) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations arising under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the L/C Issuers and any of the Administrative Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders Lenders, the L/C Issuers and the Administrative Agents and their respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuers and the Administrative Agents under Sections 2.03(i2.03(h) and (ji), 2.08 2.09 and 11.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to any of the Administrative Agents and, in the event that if the Administrative Agents shall consent to the making of such payments directly to the LendersLenders and the L/C Issuers, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agents and their respective agents and counsel, and any other amounts due the Administrative Agents under Sections 2.08 2.09 and 11.04. Nothing contained herein shall be deemed to authorize the Administrative Agents to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agents to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agents (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the an Administrative Agents Agent shall have made any demand on the any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agents and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agents under Sections 2.03(i) and (j), 2.08 2.09 and 11.0410.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agents and, in the event that the Administrative Agents shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agents under Sections 2.08 2.09 and 11.0410.04. Nothing contained herein shall be deemed to authorize the Administrative Agents to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agents to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agents (irrespective of whether the principal of any Loan or L/C Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agents shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Sections 2.03(i) and (j), 2.08 and 11.04) allowed in such judicial proceeding; and; (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and (c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agents and, in the event that the Administrative Agents shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.08 2.10 and 11.048.03. Nothing contained herein shall be deemed to authorize the Administrative Agents to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agents to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Credit Party, the Term Administrative Agents Agent, in the case of Term Obligations, and the Revolving Administrative Agent, in the case of Revolving Obligations (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agents Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the applicable Loans, L/C Obligations and all other applicable Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders applicable Lenders, the L/C Issuer and the Agents such Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders Lenders, the L/C Issuer and the Agents such Administrative Agent and their respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuer and the Agents such Administrative Agent under Sections 2.03(i2.3(i) and (j), 2.08 2.9 and 11.048.1) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agents and, in the event that the Administrative Agents shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.08 and 11.04; 1. Nothing contained herein shall be deemed to authorize the either Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the either Administrative Agents Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding. Furthermore, nothing herein shall be deemed to authorize either Administrative Agent to credit bid any Obligation held by any Lender or the L/C Issuer in a proceeding under any Debtor Relief Law without the prior consent of such Lender or the L/C Issuer, as applicable.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agents (irrespective of whether the principal of any Loan Loan, Acceptance or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agents shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Acceptance L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the L/C Issuers and the Administrative Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders Lenders, the L/C Issuers and the Administrative Agents and their respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuers and the Administrative Agents under Sections 2.03(i2.04(i) and (j), 2.08 2.10 and 11.0410.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agents and, in the event that the either Administrative Agents Agent shall consent to the making of such payments directly to the LendersLenders and L/C Issuers, to pay to the such Administrative Agents Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents such Administrative Agent and their respective its agents and counsel, and any other amounts due the Agents such Administrative Agent under Sections 2.08 2.10 and 11.0410.04. Nothing contained herein shall be deemed to authorize the either Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the such Administrative Agents Agent to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Insolvency Law or any other judicial proceeding relative to any Loan Party, the each Administrative Agents Agent (irrespective of whether the principal of any Loan or L/C Obligation the Letter of Credit Usage shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agents Agent shall have made any demand on the applicable Borrower) shall be entitled and empowered, empowered (but not obligated) by intervention in such proceeding or otherwise: (ai) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations the Letter of Credit Usage and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agents and their respective agents and counsel and all other amounts due the Lenders Lenders, the applicable Issuing Banks and the Administrative Agents under Sections 2.03(i) subsections 2.3, 3.2, 13.2 and (j), 2.08 and 11.0413.3) allowed in such judicial proceeding; and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agents and, in the event that the Administrative Agents shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due the Agents Administrative Agent under Sections 2.08 subsections 2.3, 3.2, 13.2 and 11.04. Nothing contained herein shall be deemed to authorize the Administrative Agents to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agents to vote in respect of the claim of any Lender in any such proceeding13.3.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the each Administrative Agents Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agents Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents applicable Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents applicable Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Agents applicable Administrative Agent under Sections 2.03(i) Section 2.09 and (j), 2.08 and 11.04Section 10.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and (c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the such Administrative Agents Agent and, in the event that the such Administrative Agents Agent shall consent to the making of such payments directly to the Lenders, to pay to the such Administrative Agents Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents to such Administrative Agent under Sections 2.08 Section 2.09 and 11.04Section 10.04. Nothing contained herein shall be deemed to authorize the any Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or to authorize the any Administrative Agents Agent to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the each Administrative Agents Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agents Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) : to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents applicable Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents applicable Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Agents applicable Administrative Agent under Sections 2.03(i) Section 2.09 and (j), 2.08 and 11.04Section 10.04) allowed in such judicial proceeding; and (b) and to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the such Administrative Agents Agent and, in the event that the such Administrative Agents Agent shall consent to the making of such payments directly to the Lenders, to pay to the such Administrative Agents Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents to such Administrative Agent under Sections 2.08 Section 2.09 and 11.04. Nothing contained herein shall be deemed to authorize the Administrative Agents to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agents to vote in respect of the claim of any Lender in any such proceedingSection 10.04.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agents (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agents shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the L/C Issuers and the Administrative Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders Lenders, the L/C Issuers and the Administrative Agents and their respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuers and the Administrative Agents under Sections 2.03(i) and (j), 2.08 2.09 and 11.0410.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agents and, in the event that if the Administrative Agents shall consent to the making of such payments directly to the LendersLenders and L/C Issuers, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agents and their respective its agents and counsel, and any other amounts due the Administrative Agents under Sections 2.08 2.09 and 11.0410.04. Nothing contained herein shall be deemed to authorize the either Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or L/C Issuer to authorize the such Administrative Agents Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Applicable Administrative Agents Agent (irrespective of whether the principal of any Loan or L/C Obligation Advance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agents any Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Advances and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Sections 2.03(i) and (j), 2.08 and 11.0410.05) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Applicable Administrative Agents Agent and, in the event that the Applicable Administrative Agents Agent shall consent to the making of such payments directly to the Lenders, to pay to the Applicable Administrative Agents Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Applicable Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Applicable Administrative Agent under Sections 2.08 and 11.0410.05. Nothing contained herein shall be deemed to authorize the any Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the any Administrative Agents Agent to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agents (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agents shall have made any demand on the applicable Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations (other than obligations under Swap Contracts or Treasury Management Agreements to which an Administrative Agent is a party) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the L/C Issuers, the Domestic Administrative Agent and the Agents Canadian Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders Lenders, the L/C Issuers, the Domestic Administrative Agent and the Agents Canadian Administrative Agent and their respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuers, the Domestic Administrative Agent and the Agents Canadian Administrative Agent under Sections 2.03(i2.03(j) and (jk), 2.08 2.09 and 11.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the applicable Administrative Agents Agent and, in the event that the applicable Administrative Agents Agent shall consent to the making of such payments directly to the Lenders, Lenders and the L/C Issuers to pay to the applicable Administrative Agents Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents such Administrative Agent and their respective its agents and counsel, and any other amounts due the Agents such Administrative Agent under Sections 2.08 2.09 and 11.04. Nothing contained herein shall be deemed to authorize the any Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the Canadian Obligations, as appropriate or the rights of any Lender or any L/C Issuer or to authorize the any Administrative Agents Agent to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the each Administrative Agents Agent (irrespective of whether the principal of any Loan Advance or L/C Obligation Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agents Agent shall have made any demand on the any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (ai) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansAdvances, L/C Obligations Letters of Credit Agreement and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lender Parties and the Administrative Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders Lender Parties and the Administrative Agents and their respective agents and counsel and all other amounts due the Lenders Lender Parties and the Administrative Agents under Sections 2.03(i) 2.3, 2.5 and (j), 2.08 and 11.0412.2) allowed in such judicial proceeding; and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender Party to make such payments to the such Administrative Agents Agent and, in the event that the such Administrative Agents Agent shall consent to the making of such payments directly to the LendersLender Parties, to pay to the such Administrative Agents Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents such Administrative Agent and their respective its agents and counsel, and any other amounts due the Agents such Administrative Agent under Sections 2.08 2.5 and 11.04. 12.2. (b) Nothing contained herein shall be deemed to authorize the any Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender Party or to authorize the any Administrative Agents Agent to vote in respect of the claim of any Lender Party in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agents (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agents shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) i. to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Sections 2.03(i) and (j), 2.08 and 11.04) allowed in such judicial proceeding; and (b) ii. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agents and, in the event that the Administrative Agents shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.08 and 11.04. Nothing contained herein shall be deemed to authorize the Administrative Agents to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agents to vote in respect of the claim of any Lender in any such proceeding.

Administrative Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the eachthe Administrative Agents Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agents Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents applicable Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents applicable Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Agents applicable Administrative Agent under Sections 2.03(i) Section 2.09 and (j), 2.08 and 11.04Section 10.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and (c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the such Administrative Agents Agent and, in the event that the such Administrative Agents Agent shall consent to the making of such payments directly to the Lenders, to pay to the such Administrative Agents Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents to such Administrative Agent under Sections 2.08 Section 2.09 and 11.04Section 10.04. Nothing contained herein shall be deemed to authorize the anythe Administrative Agents Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or to authorize the anythe Administrative Agents Agent to vote in respect of the claim of any Lender in any such proceeding.