Common use of Agent May File Proofs of Claim Clause in Contracts

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lenders: 10.11.1 to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9) allowed in such judicial proceeding; and 10.11.2 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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 9.03) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, receiver and manager, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9Section 9.03.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation the Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Agent and the Agent such Credit Parties under Sections 2.5, 2.20.4, 9.6 2.06 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.06 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to vote in respect of the claim of any Credit Party in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any the Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Agent and the Agent such Credit Parties under Sections 2.5, 2.20.4, 9.6 2.06 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.06 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to vote in respect of the claim of any Credit Party in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and the Agent under Sections 2.52.12, 2.20.4, 9.6 3.08 and 10.911.04) allowed in such judicial proceeding; and 10.11.2 (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 LC each Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.12 and 11.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to Borrower or any of its Subsidiaries, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation Indebtedness hereunder shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise; 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations and all other any Secured 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, the LC Issuers and the Agent Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Secured Parties and their respective agents and counsel and all other amounts due the Lenders, Secured Parties under the LC Issuers and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9terms of this Agreement) allowed in such judicial proceeding; and 10.11.2 (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 and LC Issuer Secured Party, to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersSecured Parties, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5the terms of this Agreement. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Secured Party, 9.6 and 10.9any plan of reorganization, arrangement, adjustment or composition affecting any Indebtedness under this Agreement or any other Loan Document or the rights of any Secured Party, to authorize the Agent to vote in respect of the claim of any Secured Party in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Credit Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrower Representative) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC L/C Issuers and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC L/C Issuers and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC L/C Issuers and the Agent under Sections 2.5, 2.20.4, 9.6 2.13 and 10.910.13) allowed in such judicial proceeding; and 10.11.2 (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 LC L/C Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC L/C Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 2.13 and 10.910.13.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawBankruptcy Law or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Administrative Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Administrative Agent and, in if the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.5, 9.6 and 10.9hereunder.

Agent May File Proofs of Claim. In case of the pendency of any Insolvency Proceedings or any other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Fronting Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Fronting Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Fronting Banks and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, receiver and manager, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer each Fronting Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersFronting Banks, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the to Agent under Sections 2.5, 9.6 and 10.9hereunder.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Lawinsolvency Law or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent or the Agent Required Lenders shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5Section 3.3, 2.20.4, 9.6 Section 16.5 and 10.9Section 16.9) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the to Agent under Sections 2.5this Agreement and the Other Documents, 9.6 including Section 3.3, Section 16.5 and 10.9Section 16.9.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer the Agent and such Credit Parties under Sections 2.52.03(i), 2.20.42.03(j), 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to vote in respect of the claim of any Credit Party in any such proceeding.

Agent 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 under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Reimbursement Obligation or Unpaid Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Reimbursement Obligations, and all other Obligations Liabilities 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 Revolving Credit Lenders, the LC Issuers Term Loan Lenders, the Issuer and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Revolving Credit Lenders, the LC Issuers Term Loan Lenders, the Issuer, and the Agent and their respective agents and counsel and all other amounts due the Revolving Credit Lenders, the LC Issuers Term Loan Lenders, the Issuer, and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9this Agreement) allowed in such judicial proceeding; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Revolving Credit Lender, Term Loan Lender and LC the Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Revolving Credit Lenders, the Term Loan Lenders and the LC IssuersIssuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5this Agreement. (c) Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Revolving Credit Lender, 9.6 and 10.9Term Loan Lender or the Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Liabilities or the rights of any Revolving Credit Lender or any Term Loan Lender, or to authorize the Agent to vote in respect of the claim of any Revolving Credit Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Lawfederal, the Lenders hereby agree that state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or any other judicial proceeding relative to any Credit Party, the Agent (irrespective of whether the principal of any Loan or LC Obligation Letter of Credit Outstandings shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCredit Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Letter of Credit Outstandings 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, the LC Issuers Issuing Bank, the Agent and the Agent other Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and Issuing Bank, the Agent Agent, such Secured Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and Issuing Bank, the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9such Secured Parties) allowed in such judicial proceeding; and 10.11.2 (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 Lender, the Issuing Bank and LC Issuer each other Secured Party to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders Lenders, the Issuing Bank, and the LC Issuersother Secured Parties, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5this Agreement. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender, 9.6 and 10.9the Issuing Bank or any other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Issuing Bank or any other Secured Party or to authorize the Agent to vote in respect of the claim of any Lender, the Issuing Bank or any other Secured Party in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or any Debtor Relief Lawother judicial proceeding relative to Borrower or any Subsidiary Guarantor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrower or any Subsidiary Guarantor) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Issuing Bank and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9this Agreement) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer Issuing Bank to make such payments to the Agent and, in the event that the if Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9this Agreement.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under any Debtor Relief Lawrelative to Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any the Term Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansTerm Loan, LC Obligations and all other Obligations Liabilities 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel attorneys and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9this Agreement) allowed in such judicial proceedingproceedings; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counselattorneys, and any other amounts due the Agent under Sections 2.5this Agreement. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, affecting the Liabilities or to authorize Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Federal Bankruptcy Code or under any Debtor Relief Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect or any other judicial proceeding relative to the Lenders hereby agree that Borrower, the Agent (irrespective of whether the principal of any Loan Advance or LC Obligation other obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lenders: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Advances and all other Obligations 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents, sub-agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 9.4) allowed in such judicial proceeding; and 10.11.2 proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents, sub-agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9Section 9.4.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawBankruptcy Law or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation obligation in respect of any Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations obligations in respect of Letters of Credit 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, the LC Issuers Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Banks and the Administrative Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer Issuing Bank to make such payments to the Administrative Agent and, in if the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.5, 9.6 and 10.9hereunder.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to Borrowers or any of their Subsidiaries, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation Indebtedness hereunder shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise; 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations and all other any Secured 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, the LC Issuers and the Agent Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Secured Parties and their respective agents and counsel and all other amounts due the Lenders, Secured Parties under the LC Issuers and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9terms of this Agreement) allowed in such judicial proceeding; and 10.11.2 (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 and LC Issuer Secured Party, to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersSecured Parties, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5the terms of this Agreement. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Secured Party, 9.6 and 10.9any plan of reorganization, arrangement, adjustment or composition affecting any Indebtedness under this Agreement or any other Loan Document or the rights of any Secured Party, to authorize the Agent to vote in respect of the claim of any Secured Party in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Lenders hereby agree that the each Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Issuing Bank and the each Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the each Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the each Agent under Sections 2.5, 2.20.4, 9.6 2.05 and 10.99.05) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer the Issuing Bank to make such payments to the such Agent and, in the event that the such Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the such Agent and its agents and counsel, and any other amounts due the such Agent under Sections 2.5, 9.6 2.05 and 10.99.05.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Term Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise, 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Term 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, the LC Issuers Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Agent and the Agent other Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.03(i), 2.20.42.03(j), 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, assignee, trustee, monitor, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that and if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 2.09 and 10.910.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Credit Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Letter of Credit 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, the LC Issuers Issuing Bank and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the Agent under Sections 2.5, 2.20.4, 9.6 Section 2.10 and 10.9Section 12.2) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer the Issuing Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 Section 2.10 and 10.9Section 12.2).

Agent May File Proofs of Claim. (a) In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Advance or LC Obligation any L/C Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansAdvances, LC Obligations L/C Exposure and all other Obligations debts, liabilities and obligations that are owing and unpaid hereunder and under the other Loan Documents and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the LC Issuers Issuing Bank and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the Agent under Sections 2.52.13(f), 2.20.42.16(h) and (i), 9.6 2.22, and 10.98.04) allowed in such judicial proceeding; and 10.11.2 (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 and LC Issuer the Issuing Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.13(f), 9.6 2.22, and 10.98.04. (b) Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Advances, L/C Exposure or any other debts, liabilities and obligations that are owing and unpaid hereunder and under the other Loan Documents or the rights of any Lender or the Issuing Bank to authorize the Agent to vote in respect of the claim of any Lender or the Issuing Bank or in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or any Debtor Relief Lawother insolvency, the Lenders hereby agree that debtor relief or debt adjustment law or any other judicial proceeding relative to any Obligor, the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.53.2, 2.20.43.4, 9.6 12.6 and 10.915.2) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.53.2, 9.6 3.4, 12.6 and 10.915.2.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Letters of Credit 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, the LC Issuers Issuing Bank and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9this Agreement) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer Issuing Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9this Agreement.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawCredit Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) ), by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Loans and all other Obligations arising under the Credit 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 3.3 and 10.913.7.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the any Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Loans and all other Secured 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, the LC Issuers Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Administrative Agent under Sections 2.5, 2.20.4, 9.6 2.07 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.52.07 and 10.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawBankruptcy Law or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Letter of Credit 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, the LC Issuers Issuing Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Banks and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer Issuing Bank to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9hereunder.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer the Agent and such Credit Parties under Sections 2.52.03(i), 2.20.4and 2.03(j) as applicable, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Term Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise, 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Term 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, the LC Issuers Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Agent and the Agent other Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.03(i), 2.20.42.03(j), 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, assignee, trustee, monitor, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that and if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 2.09 and 10.910.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawInsolvency Proceeding or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Issuing Lender and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Lender and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Lender and the Agent under Sections 2.52.16, 2.20.4, 9.6 10.3 and 10.915.7) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer the Issuing Lender to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Lender, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.16, 9.6 2.15(c), 10.3 and 10.915.7. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or compensation affecting the Obligations or the rights of any Lender or the Issuing Lender or to authorize Agent to vote in respect of the claim of any Lender or the Issuing Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to Borrower or any Debtor Relief Lawof the Subsidiaries of Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Loans and all any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 subsections 2.3 and 10.910.2) allowed in such judicial proceeding; , and 10.11.2 (ii) to collect and receive any monies moneys 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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5subsections 2.3 and 10.2 hereof. Nothing herein contained shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lenders or to authorize Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to the Borrower or any Debtor Relief Lawof its Subsidiaries, the Lenders hereby agree that the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Loans and all other Credit Party 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, the LC Issuers Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Administrative Agent) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.5the Credit Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Credit Party Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 10.8.1 to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Term Loan 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 10.8.2 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 LC Issuer to make such payments to the Agent Agent, and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the to Agent under Sections 2.5, 9.6 and 10.9Section 9.9.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.03(i) and (j), 2.20.4, 9.6 2.08 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.08 and 10.04. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawBankruptcy Law or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Revolving Loan or LC Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans, LC Letter of Credit 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, the LC Issuers Issuing Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Banks and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer Issuing Bank to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5hereunder. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition or proposal affecting the Obligations or the rights of any Lender or Issuing Bank to authorize the Agent to vote in respect of the claim of any Lender or Issuing Bank or in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawObligor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation (including any Swingline Loan) shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerObligors) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Swingline 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, the LC Issuers Secured Parties and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Secured Parties and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Secured Parties and the Agent under Sections 2.53.2, 2.20.4, 9.6 3.4 and 10.910.1.1(b). (b) allowed in such judicial proceeding; and 10.11.2 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 LC Issuer Secured Party to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersSecured Parties, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.53.2, 9.6 3.4 and 10.910.1.1(b).

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 3.6 and 10.912.5) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent Agents and its their respective agents and counsel, and any other amounts due the Agent under Sections 2.53.6 and 12.5. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise, 10.11.1 (a) to file and prove a claim for the whole amount of the principal principal, interest, fees, expenses and interest any other amounts owing and unpaid in respect of the Loans, LC Reimbursement Obligations and an all other Obligations 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 LendersBanks, the LC Issuers Issuing Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements disbursement and advances of the LendersBanks, the LC Issuers Issuing Banks and the Agent and their respective agents and counsel and all other amounts due the LendersBanks, the LC Issuers Issuing Banks and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Agent) allowed in such judicial proceeding; and 10.11.2 (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 Bank and LC Issuer each Issuing Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders Banks and the LC IssuersIssuing Banks, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts amount due the Agent under Sections 2.5, 9.6 and 10.9Agent.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise, 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.03(i), 2.20.42.03(j), 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, assignee, trustee, monitor, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC the L/C Issuer to make such payments to the Agent and, in the event that and if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 2.09 and 10.910.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Agent, such Credit Parties and their respective agents and counsel and all other reasonable amounts due the Lenders, the LC Issuers and Lenders the Agent and such Credit Parties under Sections 2.5, 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; proceeding; and 10.11.2 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 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 LC Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other reasonable amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Issuing Lender and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Lender and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Lender and the Agent under Sections 2.52.10, 2.20.43.08, 9.6 and 10.911.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer the Issuing Lender to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Lender, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 2.10 and 10.911.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawObligor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation Revolving Letter of Credit Liabilities shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations the Revolving Letter of Credit Liabilities 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, the LC Issuers Bank Parties and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Bank Parties and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Bank Parties and the Agent and the Collateral Agent under Sections 2.5, 2.20.4, 9.6 and 10.9this Agreement) allowed in such judicial proceeding; and; 10.11.2 (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 and LC Issuer Bank Party to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersBank Parties, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent, the Collateral Agent and its their respective agents and counsel, and any other amounts due the Agent under Sections 2.5this Agreement. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Bank Party any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Bank Party or to authorize the Agent to vote in respect of the claim of any Bank Party in any such proceeding.

Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to the Borrower or any of its Subsidiaries, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Revolving Credit Loan, Reimbursement Obligation or LC Unpaid Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding proceeding, under any such assignment or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Credit Loans, LC Reimbursement Obligations or Unpaid Reimbursement 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5§§2.2, 2.20.44.6, 9.6 5.1 and 10.916.2) allowed in such judicial proceedingproceeding or under any such assignment; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any ; (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding or under any such assignment is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, nevertheless to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5§§2.2, 9.6 4.6, 5.1 and 10.916. (c) Nothing contained herein shall authorize the Agent to consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations owed to such Lender or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding or under any such assignment.

Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Advance, or LC Obligation Obligations with respect to the Letters of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding proceeding, under any such assignment or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (1) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansAdvances, LC or Obligations in respect of the Letters of Credit 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, the LC Issuers and the Agent Lender Group (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Lender Group and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and the Agent Lender Group under Sections 2.52.10, 2.20.4, 9.6 2.11 and 10.911.3) allowed in such judicial proceedingproceeding or under any such assignment; and 10.11.2 (2) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any ; (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding or under any such assignment is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, nevertheless to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.10, 9.6 2.11 and 10.911.3. (c) Nothing contained herein shall authorize Agent to consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations owed to such Lender or the rights of any Lender or to authorize Agent to vote in respect of the claim of any Lender in any such proceeding or under any such assignment.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawBorrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations and all other Obligations Liabilities 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 3 and 10.912.2) allowed in such judicial proceedingproceedings; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, and arrangement, adjustment or composition affecting the Liabilities or the rights of any other amounts due Lender or to authorize Agent to vote in respect of the Agent under Sections 2.5, 9.6 and 10.9claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any insolvency proceeding under or any Debtor Relief Lawother judicial proceeding relative to the Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall the Loans will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have has made any demand on the Borrower) shall will be entitled and empowered (but not obligated) ), by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Loans and all other Obligations that are owing and unpaid and hereunder or under any other Loan Document to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.53.9, 2.20.43.10, 9.6 3.11, 11.3 and 10.911.4) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent consents to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.53.9, 9.6 3.10, 3.11, 11.3 and 10.911.4.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to the Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Issuing Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Banks and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 9.03) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer Issuing Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Banks, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9Section 9.03.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Agent and the Agent such Credit Parties under Sections 2.5, 2.20.4, 9.6 2.08 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.08 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to vote in respect of the claim of any Credit Party in any such proceeding.

Agent 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 under relative to the Borrower or any Debtor Relief LawGuarantor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation any Revolving Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Loans or Revolving Exposure 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, the LC Issuers Issuers, the Swing Line Lender and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuers, the Swing Line Lender and the Agent and their respective its agents and counsel and all other amounts due the Lenders, the LC Issuers Issuers, the Swing Line Lender and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 9.7) allowed in such judicial proceeding; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swing Line Lender and LC each Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders Lenders, the Swing Line Lender and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5Section 9.7. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender, 9.6 and 10.9the Swing Line Lender or any Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or other judicial proceeding relative to any Debtor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Exposure 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, the LC Issuers Issuing Bank and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 12.03) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer the Issuing Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5Section 12.03. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any chapter 11 plan, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any Insolvency Proceeding or any other judicial proceeding under relating to any Debtor Relief LawObligor, the Lenders hereby agree that the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrower or any other Obligor) shall be entitled and empowered (but not obligated) by intervention in or such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Administrative Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 14.03) allowed in such judicial proceeding; and 10.11.2 (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 sequestrator, examiner or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due to the Administrative Agent under Sections 2.5, 9.6 and 10.9Section 14.03.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise. 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer the Agent and such Credit Parties under Sections 2.52.03(i), 2.20.42.03(j), 9.6 2.03(k), 2.03(l) and 10.92.03(m), as applicable, 2.09 and 10.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent 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 under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.3(i) and (j), 2.20.4, 9.6 2.9 and 10.910.4) allowed in such judicial proceeding; and 10.11.2 (c) 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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 2.9 and 10.910.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Advance or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansAdvances, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 2.04 and 10.99.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its respective agents and counsel, and any other amounts due the Agent under Sections 2.52.04 and 9.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Lawthe Bankruptcy Code or other Applicable Insolvency Laws relative to the Borrowers, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 13.7.1 to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Loans and all other Credit 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 3.3 and 10.912) allowed in such judicial proceeding; and 10.11.2 13.7.2 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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.53.3 and 12. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Credit Obligations or the rights of any Lender to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Advance or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansAdvances, LC 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, the LC Issuers Issuing Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Banks and the Agent under Sections 2.52.04(h) and (i), 2.20.4, 9.6 2.06 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer each Issuing Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Banks, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.06 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank to authorize the Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise, 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.03(i), 2.20.42.03(j), 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, assignee, trustee, monitor, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC the L/C Issuer to make such payments to the Agent and, in the event that and if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 2.09 and 10.910.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under any Debtor Relief Lawrelative to the Obligor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.10, 2.20.4, 9.6 10.04 and 10.910.05) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.10, 9.6 10.04 and 10.910.05. Nothing contained herein shall be deemed to authorize the 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 Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to the Borrower or any Guarantor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Letter of Credit 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, the LC Issuers L/C Issuer and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers L/C Issuer and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers L/C Issuer and the Agent under Sections 2.5§2.9(i) and (j), 2.20.4, 9.6 4.2 and 10.915) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5§§4.2 and 15. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the any Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC L/C Obligations and all other Secured 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, the LC Issuers L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers L/C Issuer and the Administrative Agent under Sections 2.52.03(i) and (j), 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the samesame in the manner set forth in Section 8.03; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent 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 under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) empowered, upon the direction of the Required Lenders, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, receiver and manager, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that Agent and the Agent Required Lenders shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due Agent. (b) Nothing contained herein shall be deemed to authorize 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 Agent under Sections 2.5, 9.6 and 10.9to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to the Borrower or any of its Subsidiaries, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding proceeding, under any such assignment or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Banks and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 15.1) allowed in such judicial proceedingproceeding or under any such assignment; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding or under such assignment is hereby authorized by each Lender and LC Issuer Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersBanks, nevertheless to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5Section 15.1. (c) Nothing contained herein shall authorize the Agent to consent to or accept or adopt on behalf of any Bank any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations owed to such Bank or the rights of any Bank or to authorize the Agent to vote in respect of the claim of any Bank in any such proceeding or under any such assignment.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawBankruptcy Law or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal Letter of any Loan or LC Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Letter of Credit 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, the LC Issuers Issuing Bank and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9hereunder) allowed in such judicial proceeding; and 10.11.2 (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, interim receiver, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer Issuing Bank to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5hereunder. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition or proposal affecting the Obligations or the rights of any Lender or Issuing Bank to authorize the Agent to vote in respect of the claim of any Lender or Issuing Bank or in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the each Agent (irrespective of whether the principal of any Term Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Term 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 Term Lenders, the LC Issuers and the each Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Term Lenders, the LC Issuers and the each Agent and their respective agents and counsel and all other amounts due the Term Lenders, the LC Issuers and the each Agent under Sections 2.5, 2.20.4, 9.6 3 and 10.99.05) allowed in such judicial proceeding; and 10.11.2 (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 Term Lender and LC Issuer to make such payments to the such Agent and, in the event that the such Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersTerm Lenders, to pay to the such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the such Agent and its agents and counsel, and any other amounts due the such Agent under Sections 2.5, 9.6 3 and 10.99.05.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer, the Agent and such Credit Parties under Sections 2.52.03(i) and 2.03(j) as applicable, 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Advance or LC any Obligation with respect to a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansAdvances, LC Obligations owing with respect to a Letter of Credit and all other Obligations that are owing and unpaid and to file such other documents Other Loan Documents as may be necessary or advisable in order to have the claims of the Lenders, the LC Issuers Issuer, the Agent and the Agent other Secured Creditors (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuer, the Agent and the Agent other Secured Creditors and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuer and the Agent under Sections 2.53.4, 2.20.4, 9.6 3.5 and 10.915.12) allowed in such judicial proceeding; and 10.11.2 (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 LC the Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.53.5 and 15.12. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender, 9.6 and 10.9any Issuer or any other Secured Creditor any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, any Issuer or any other Secured Creditor to authorize the Agent to vote in respect of the claim of any Lender, any Issuer or any other Secured Creditor in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Borrower or guarantor hereunder, the Lenders hereby agree that Administrative Agent, or in the case of such proceeding not in the United States, the applicable local Agent (irrespective of whether the principal of any Loan Loan, Bankers’ Acceptance or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the any Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Bankers’ Acceptances, 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 LendersBanks, the LC Issuers Issuing Bank and the Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the LendersBanks, the LC Issuers Issuing Bank and the Agent Agents and their respective agents and counsel and all other amounts due the LendersBanks, the LC Issuers Issuing Bank and the Agent Agents under Sections 2.5§2.2, 2.20.4§3.3, 9.6 §4.9, §4.10, §15 and 10.9§18) allowed in such judicial proceeding; and 10.11.2 (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 Bank and LC Issuer the Issuing Bank to make such payments to the Agent Agents and, in the event that the Agent Agents shall consent to the making of such payments directly to the Lenders Banks and the LC IssuersIssuing Bank, to pay to the Agent Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent Agents and its their agents and counsel, and any other amounts due the to such Agent under Sections 2.5§2.2, 9.6 §3.3, §4.9, §4.10, §15 and 10.9§18. Nothing contained herein shall be deemed to authorize the Agents to authorize or consent to or accept or adopt on behalf of any Bank or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or Issuing Bank to authorize the Agents to vote in respect of the claim of any Bank or Issuing Bank in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent, the Term Loan Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent, the Term Loan Agent such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers L/C Issuer the Agent, the Term Loan Agent and the Agent such Credit Parties under Sections 2.52.03(a)(i), 2.20.42.03(j), 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in if the event that Agent and the Term Loan Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent or the Term Loan Agent, as applicable, any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent Agent, the Term Loan Agent, and its their respective agents and counsel, and any other amounts due the Agent or Term Loan Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to the Borrower or any Debtor Relief LawGuarantor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any the Loan or LC any L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansLoan, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.53.9, 2.20.43.10, 9.6 4.6, 4.7 and 10.915.1) allowed in such judicial proceeding; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and ; 1. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any custodianLender any plan of reorganization, receiverarrangement, assignee, trustee, liquidator, sequestrator adjustment or other similar official composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the a Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise. 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers L/C Issuer and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers L/C Issuer and the Agent under Sections 2.52.03(i) and (j), 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to the Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Credit Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding proceeding, under any such assignment or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Credit 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 the terms of this Credit Agreement and 10.9the other Loan Documents) allowed in such judicial proceedingproceeding or under any such assignment; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any ; (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding or under any such assignment is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, nevertheless to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.54.1, 9.6 5.1 and 10.916. (c) Nothing contained herein shall authorize the Agent to consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations owed to such Lender or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding or under any such assignment.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Banks and the Agent under Sections 2.5, 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersBanks, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or to authorize the Agent to vote in respect of the claim of any Bank in any such proceeding.

Agent May File Proofs of Claim. In Subject to the Subordination Agreement, in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to the Borrower or any Debtor Relief LawSubsidiary, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Agent) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5hereunder. (c) Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer the Agent and such Credit Parties under Sections 2.52.03(i), 2.20.42.03(j) and 2.03(k), 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to vote in respect of the claim of any Credit Party in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawObligor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Term Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Term 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.10, 2.20.4, 9.6 10.04 and 10.910.05) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9.,

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan the Loans or LC Obligation L/C Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer, the Agent and such Credit Parties under Sections 2.5, 2.20.4, 9.6 2.06 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.06 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Credit Party any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Credit Party or to authorize the Agent to vote in respect of the claim of any Credit Party in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under any Debtor Relief Lawrelative to Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation Loan, shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Credit Extensions 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9) Section 2.4 allowed in such judicial proceeding); and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.92.4.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawCredit Party, the Lenders hereby agree that the (a) Agent (irrespective of whether the principal of any the Term Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders: 10.11.1 otherwise, to (i) file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansTerm Loan, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Agent) allowed in such judicial proceeding; and 10.11.2 to proceedings, and (ii) collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due Agent. Nothing contained herein shall be deemed to authorize 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 Agent under Sections 2.5, 9.6 and 10.9to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to any Borrower or any of their Subsidiaries, the Agent and in respect of the Canadian Obligations, the Canadian Lenders hereby agree that the Agent (in either case, irrespective of whether the principal of any Loan Loan, Reimbursement Obligation or LC Unpaid Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding proceeding, under any such assignment or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Reimbursement Obligations, Unpaid Reimbursement 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.2, 2.20.45.6, 9.6 6.1, and 10.918.1) allowed in such judicial proceedingproceeding or under any such assignment; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any ; (b) Any custodian, receiver, receiver and manager, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding or under any such assignment is hereby authorized by each Lender and LC Issuer to make such payments to the Agent or in case of Canadian Obligations, any Canadian Lender and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, nevertheless to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.2, 9.6 5.6, 6.1, and 10.918. (c) Nothing contained herein shall authorize the Agent to consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations owed to such Lender or the rights of any Lender or authorize the Agent to vote in respect of the claim of any Lender in any such proceeding or under any such assignment.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the each Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the applicable Agent shall have made any demand on the BorrowerPRA) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC L/C Obligations and all other Obligations (other than unasserted contingent indemnification or expense reimbursement obligations, obligations owing under Treasury Management Agreements or Swap Contracts or L/C Obligations to the extent Cash Collateralized) 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, the LC L/C Issuers and the Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC L/C Issuers and the Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the LC L/C Issuers and the Agent Agents under Sections 2.52.03(i) and (j), 2.20.4, 9.6 2.09 and 10.911.04) allowed in such judicial proceeding; and 10.11.2 (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 LC each L/C Issuer to make such payments to the applicable Agent and, in the event that the applicable Agent shall consent to the making of such payments directly to the Lenders and the LC L/C Issuers, to pay to the applicable Agent any amount due for the reasonable compensationCREDIT AGREEMENT PRA GROUP, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9.INC. CHAR1\1811758v6

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent, the Term Loan Agent, and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, the Term Loan Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer the Agent and such Credit Parties under Sections 2.52.03(i), 2.20.42.03(j) and 2.03(k) as applicable, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in if the event that the Agent and Term Loan Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent or Term Loan Agent, as applicable, any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent Agent, the Term Loan Agent, and its their respective agents and counsel, and any other amounts due the Agent or the Term Loan Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawBorrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and the Agent under Sections 2.52.14, 2.20.4, 9.6 3.08 and 10.911.04) allowed in such judicial proceeding; and 10.11.2 (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 LC each Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.14 and 11.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to the Borrower or any Debtor Relief LawObligated Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Advance or LC Obligation Letter of Credit Liabilities shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the LoansAdvances, LC Obligations Letter of Credit Liabilities 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 2.9 and 10.913.1) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, 1. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, disbursements and advances arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the Agent and its agents and counsel, and claim of any other amounts due the Agent under Sections 2.5, 9.6 and 10.9Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lenders: 10.11.1 to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9) allowed in such judicial proceeding; and 10.11.2 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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Borrower or guarantor hereunder, the Lenders hereby agree that Administrative Agent, or in the case of such proceeding not in the United States of America, the applicable local Agent (irrespective of whether the principal of any Loan Loan, Bankers’ Acceptance or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the any Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Bankers’ Acceptances, 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 LendersBanks, the LC Issuers Issuing Bank and the Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the LendersBanks, the LC Issuers Issuing Bank and the Agent Agents and their respective agents and counsel and all other amounts due the LendersBanks, the LC Issuers Issuing Bank and the Agent Agents under Sections 2.5§§2.2, 2.20.43.3, 9.6 4.6 and 10.915) allowed in such judicial proceeding; and 10.11.2 (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 Bank and LC Issuer the Issuing Bank to make such payments to the Agent Agents and, in the event that the Agent Agents shall consent to the making of such payments directly to the Lenders Banks and the LC IssuersIssuing Bank, to pay to the Agent Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent Agents and its their agents and counsel, and any other amounts due the to such Agent under Sections 2.5§§2.2, 9.6 3.3, 4.6, 15 and 10.918. Nothing contained herein shall be deemed to authorize the Agents to authorize or consent to or accept or adopt on behalf of any Bank or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or Issuing Bank to authorize the Agents to vote in respect of the claim of any Bank or Issuing Bank in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer the Agent and such Credit Parties under Sections 2.52.03(i) and 2.03(j) as applicable, 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5Section 2.09 and Section 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or any Debtor Relief Lawother judicial proceeding relative to Borrower or any Subsidiary Guarantor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrower or any Subsidiary Guarantor) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Letter of Credit 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, the LC Issuers Issuing Bank and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Bank and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Bank and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9this Agreement) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer Issuing Bank to make such payments to the Agent and, in the event that the if Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersIssuing Bank, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9this Agreement.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawObligor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Loan, LC Obligations or LC Obligation Swingline Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerObligors) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Obligations, Swingline 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, the LC Issuers Secured Parties and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Secured Parties and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Secured Parties and the Agent under Sections 2.53.2, 2.20.4, 9.6 3.4 and 10.910.1.1(b). (b) allowed in such judicial proceeding; and 10.11.2 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 LC Issuer Secured Party to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersSecured Parties, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.53.2, 9.6 3.4 and 10.910.1.1(b).

Agent May File Proofs of Claim. In case of the pendency of any Insolvency Proceeding or any other judicial proceeding under relating to any Debtor Relief LawObligor, the Lenders hereby agree that the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrower or any other Obligor) shall be entitled and empowered (but not obligated) by intervention in or such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Administrative Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Section 14.03) allowed in such judicial proceeding; (b) to accept or reject or object to any plan of reorganization, plan of liquidation, court-supervised asset sale, or similar arrangement on behalf of each Lender and, in connection with each Lender’s claims in respect of the Loans and all other Obligations, to otherwise move for, vote on, consent to, object to, or refrain from objecting to, any proposed action or requested relief in any manner that Administrative Agent deems appropriate for the enforcement of its rights hereunder; and 10.11.2 (c) 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 LC Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due to the Administrative Agent under Sections 2.5Section 14.03. Any Lender may file proofs of claim or appear and file pleadings on its own behalf so long as the positions taken by such Lender in any such pleadings (or in connection with an appearance) shall be consistent with the positions taken by the Administrative Agent in its pleadings and/or its actions (or non-actions) taken in accordance with clause (b), 9.6 and 10.9above, during the pendency of a proceeding relative to the Borrower or any Guarantor under any debtor relief Law.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under any Debtor Relief Lawrelative to Borrower, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation the Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations and all other Obligations Liabilities 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel attorneys and all other amounts due the Lenders, the LC Issuers Lenders and Agent under this Agreement and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9) Financing Agreements allowed in such judicial proceedingproceedings; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counselattorneys, and any other amounts due the Agent under Sections 2.5this Agreement and the Financing Agreements hereof. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Liabilities or the rights of any Lender or to authorize Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the any Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC L/C Obligations and all other Secured 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, the LC Issuers L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers L/C Issuer and the Administrative Agent under Sections 2.52.03(i) and (j), 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawLoan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 2.04 and 10.99.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5, 9.6 and 10.9.Agent

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Lenders hereby agree that the each Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Issuing Banks, the Swing Line Lender, and the each Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Issuing Banks, the Swing Line Lender and the each Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Issuing Banks, the Swing Line Lender and the each Agent under Sections 2.5, 2.20.4, 9.6 2.13 and 10.99.03) allowed in such judicial proceeding; and 10.11.2 (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, the Swing Line Lender and LC Issuer each Issuing Bank to make such payments to the such Agent and, in the event that the such Agent shall consent to the making of such payments directly to the Lenders Lenders, the Swing Line Lender and the LC IssuersIssuing Banks, to pay to the such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the such Agent and its agents and counsel, and any other amounts due the such Agent under Sections 2.5, 9.6 2.13 and 10.99.

Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial, administrative or like proceeding under or any Debtor Relief Lawassignment for the benefit of creditors relative to the Company and / or Hasbro SA, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan Loan, Reimbursement Obligation or LC Unpaid Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCompany or Hasbro SA) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding proceeding, under any such assignment or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Reimbursement Obligations or Unpaid Reimbursement 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, the LC Issuers Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Banks and the Agent under Sections 2.5sections 2.2, 2.20.45.6, 9.6 7.2 and 10.917) allowed in such judicial proceedingproceeding or under any such assignment; and 10.11.2 (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any ; (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding or under any such assignment is hereby authorized by each Lender and LC Issuer Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to Page 105 the Lenders and the LC IssuersBanks, nevertheless to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5sections 2.2, 9.6 5.6, 7.2 and 10.917. (c) Nothing contained herein shall authorize the Agent to consent to or accept or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations owed to such Bank or the rights of any Bank or to authorize the Agent to vote in respect of the claim of any Bank in any such proceeding or under any such assignment.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers L/C Issuer, the Agent and the Agent other Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and L/C Issuer, the Agent Agent, such Secured Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers and L/C Issuer the Agent and such Secured Parties under Sections 2.52.03(k), 2.20.42.03(l), 9.6 2.03(m), 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC the L/C Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersL/C Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under any Debtor Relief Lawrelative to the Company, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Banks and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Banks and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Banks and the Agent under Sections 2.5, 2.20.4, 9.6 2.09 and 10.910.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersBanks, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.09 and 10.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or to authorize the Agent to vote in respect of the claim of any Bank in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief LawLaw or any other judicial proceeding relative to any Loan Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any the Term Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerLoan Parties) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations Term Loan 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, the LC Issuers Agent and the Agent other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers and the Agent Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Agent and the Agent such Credit Parties under Sections 2.5, 2.20.4, 9.6 and 10.92.08 and11.04) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that if the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents agent and counsel, and any other amounts due the Agent under Sections 2.52.08 and11.04. Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding. Without limiting the generality of the powers of the Agent, as set forth above, the Agent is hereby authorized to act as collateral agent for each Credit Party pursuant to each of the Loan Documents. In such capacity, the Agent has the right to exercise all rights and 10.9remedies available under the Loan Documents, the UCC and other applicable law, which rights and remedies shall include, in the event of a foreclosure by the Agent on any portion of the Collateral, whether pursuant to a public or private sale, the right of the Agent, as agent for all Credit Parties, to be, or form an acquisition entity to be, the purchaser of any or all of such Collateral at any such sale. The Agent, as agent for all Credit Parties, shall be entitled, at any such sale to offset any of the Obligations against the purchase price payable by the Agent (or such acquisition entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in connection with such sale. The Agent shall have the authority to take such other actions as it may deem necessary or desirable to consummate a sale of the type described in the immediately preceding sentences. The Agent shall have the authority to accept non-cash consideration in connection with the sale or other disposition of the Collateral, whether the purchaser is the Agent, an entity formed by the Agent as described above or any other Person. Without limiting the generality of the powers of the Agent, as set forth above, in the context of any bankruptcy or other insolvency proceeding involving any Loan Party, the Agent is hereby authorized to: (i) file proofs of claim and other documents on behalf of the Lenders in accordance with this paragraph, (ii) object or consent to the use of cash collateral, (iii) object or consent to any proposed debtor-in-possession financing, whether provided by one or more of the Credit Parties or any other Person and whether secured by Liens with priority over the Liens securing the Obligations or otherwise, (iv) object or consent to any sale of Collateral, including sales for non-cash consideration in satisfaction of a portion of the Obligations, (v) to be, or form an acquisition entity to be, the purchaser of any or all of such Collateral at any such sale under clause (iv) and to offset any of the Obligations against the purchase price payable by the Agent (or such acquisition entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in connection with such sale, and (vi) seek, object or consent to any Loan Party's provision of adequate protection of the interests of the Lenders in the Collateral.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawObligor, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.52.10, 2.20.4, 9.6 10.04 and 10.910.05) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.52.10, 9.6 10.04 and 10.910.05. Nothing contained herein shall be deemed to authorize the 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 Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to the Borrower or any Debtor Relief LawSubsidiary, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lenders:otherwise 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.5, 2.20.4, 9.6 and 10.9Agent) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.5hereunder. (c) Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under relative to any Debtor Relief LawCredit Party, the Lenders hereby agree that the Agent (irrespective of whether the principal of any Loan or LC LOC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) empowered, by intervention in such proceeding or otherwise for and on behalf of the Lendersotherwise: 10.11.1 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC LOC Obligations and all other Credit Party Obligations (other than obligations under Hedging Agreements or Treasury Management Agreements to which the Administrative Agent is not 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, the LC Issuers Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the LC Issuers Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuers Lenders and the Agent under Sections 2.53.4(b), 2.20.4, 9.6 3.4(c) and 10.911.5(a) allowed in such judicial proceeding; and 10.11.2 (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 LC Issuer to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the LC IssuersLenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 2.53.4(c) and 11.5(a). Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, 9.6 and 10.9arrangement, adjustment or composition affecting the Credit Party Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.