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

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender 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, the Swingline Lender and the Issuing Lender, 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(b) and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative any Agent (irrespective of whether the principal of any Loan or L/C Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative such Agent shall have made any demand on the any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Letter of Credit Obligations and all other Obligations (other than Obligations under any Hedging Agreement or in respect of any cash management services) 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 Swingline Lender, the Issuing Lender and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Agents under any Loan Document§§2.2, 5.10, 6.1 and 17) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; ; (c) and any custodian, receiver, administrator, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative any Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing Lender, to pay to the Administrative any Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative such Agent under Sections 2.5(b) §§6.1 and 10.517. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, to the Administrative maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:, (a) to file and prove a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents under any Loan DocumentSections 2.9, 3.3 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the each Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative if either Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing LenderLenders, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.9 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative such Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender or in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or any other judicial proceeding relative to any Loan Partythe Borrower, the Administrative Guarantors or any of their Subsidiaries, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative an Agent shall have made any demand on the BorrowerBorrower or the Guarantors) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a proof-of-claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations Indebtedness that are owing and unpaid and to file such other documents as may be necessary or advisable and directed by the Required Lenders in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents under any Loan DocumentSection 10.4) allowed in such judicial proceeding; and; (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and (c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized and directed by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative Agent Agents shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative Agent Agents any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent Agents and its their agents and counsel, and any other amounts due the Administrative Agent Agents under Sections 2.5(b) and 10.5Section 10.4. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations Indebtedness or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, to the Administrative maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:, (a) to file and prove a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline LenderIssuing Lenders, the Issuing Swingline Lender and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline LenderIssuing Lenders, the Issuing Swingline Lender and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline LenderIssuing Lenders, the Issuing Swingline Lender and the Administrative Agent Agents under any Loan DocumentSections 2.9, 3.3 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline each Issuing Lender and the Issuing Swingline Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative if either Agent shall consent to the making of such payments directly to the Lenders, the Issuing Lenders and Swingline Lender and the Issuing Lender, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.9 and 10.5. 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, the Swingline Issuing Lender or the Issuing Swingline Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Issuing Lender or the Issuing Swingline Lender to authorize the Administrative such Agent to vote in respect of the claim of any Lender, the Issuing Lender or Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender each Letter of Credit Issuer and the Issuing Lender each other Creditor Party 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, the Swingline Lender and Letter of Credit Issuers or the Issuing Lenderother Creditor Parties, 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(b) and 10.5this Agreement or any other Loan Document. 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, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender each Letter of Credit Issuer and the Issuing Lender each other Secured Party 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, the Swingline Lender and Letter of Credit Issuers or the Issuing Lenderother Secured Parties, 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(b) and 10.5this Agreement or any other Loan Document. 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, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer in any such proceeding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 12.1(a) of this Agreement and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to Holdings or any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations 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 Swingline Lender, the Issuing Lender Letter of Credit Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender each Letter of Credit Issuer and the Issuing Lender each other Secured Party 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, the Swingline Lender and Letter of Credit Issuers or the Issuing Lenderother Secured Parties, 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(b4.1(c) and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding11.5.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative any Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative any Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor; (ii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative any Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative any Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative any Agent under any Loan DocumentSection 2.09 and Section 10.04) allowed in such judicial proceeding; and (biii) 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 Swingline Lender and the Issuing Lender to make such payments to the Administrative any Agent and, in the event that the Administrative any Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative any such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agents and their respective agents and counsel, and any other amounts due such Agent under Section 2.09 and Section 10.04. To the extent that the payment of any such compensation, expenses, disbursements and advances of any Agent, its agents and counsel, and any other amounts due the Administrative such Agent under Sections 2.5(b) Section 2.09 and 10.5Section 10.04 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize the Administrative Agent or Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent or Collateral Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Insolvency Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative an Agent shall have made any demand on the a Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Disbursements and all other Obligations (other than obligations of the Parent Borrower or its Subsidiaries owing to any Lender or Affiliate thereof pursuant to any Hedging Agreement or any Banking Services 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 Swingline Lender, the Issuing Lender Banks and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Bank and the Administrative Agent and their respective agents and counsel Agents and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Banks and the Administrative Agent Agents under any Loan DocumentSections 2.05 and 9.08) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender Bank to make such payments to the Administrative such Agent and, in the event that the Administrative if such Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing LenderBanks, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counselsuch Agent, and any other amounts due the Administrative such Agent under Sections 2.5(b) 2.05 and 10.59.08. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender Bank or in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, to the Administrative maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:, (a) to file and prove a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline LenderIssuing Lenders, the Issuing Swingline Lender and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline LenderIssuing Lenders, the Issuing Swingline Lender and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline LenderIssuing Lenders, the Issuing Swingline Lender and the Administrative Agent Agents under any Loan DocumentSections 2.9, 3.3 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline each Issuing Lender and the Issuing #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 Swingline Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative if either Agent shall consent to the making of such payments directly to the Lenders, the Issuing Lenders and Swingline Lender and the Issuing Lender, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.9 and 10.5. 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, the Swingline Issuing Lender or the Issuing Swingline Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Issuing Lender or the Issuing Swingline Lender to authorize the Administrative such Agent to vote in respect of the claim of any Lender, the Issuing Lender or Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, to the Administrative maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:, (a) to file and prove a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents under any Loan DocumentSections 2.9 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative if either Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.9 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative such Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law law relating to bankruptcy, insolvency or any other judicial proceeding relative to any Loan Partyreorganization or relief of debtors, the Administrative each Agent (irrespective of whether the principal of any Loan or L/C Obligation DSR LC Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative such Agent shall have made any demand on the Borrower) shall be entitled and empoweredempowered (but not obligated), by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations DSR LC 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 Swingline Lender, the DSR LC Issuing Lender Banks and the Administrative such Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the DSR LC Issuing Lender Banks and the Administrative such Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the DSR LC Issuing Lender Banks and the Administrative such Agent under any Loan DocumentSection 2.22) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the DSR LC Issuing Lender Bank to make such payments to the Administrative such Agent and, in the event that the Administrative such Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the DSR LC Issuing LenderBank, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative such Agent under Sections 2.5(b) and 10.5Section 2.22. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the DSR Issuing Lender Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the DSR LC Issuing Lender Bank or to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the DSR LC Issuing Lender Bank in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Partythe Borrower, the each Administrative Agent (irrespective of whether the principal of any Loan or L/C LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C 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 Swingline Lender, the Issuing Lender Lenders and the each Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the each Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the each Administrative Agent under any Loan DocumentSection 11.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the such Administrative Agent and, in the event that the such Administrative Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing LenderLenders, to pay to the such Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the such Administrative Agent and its agents and counsel, and any other amounts due the such Administrative Agent under Sections 2.5(b) and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceedingSection 11.5.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, to the Administrative maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:, (a) to file and prove a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents under any Loan DocumentSections 2.9 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative if either Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.9 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative such Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.. LEGAL_US_E # 147593786.29

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or any other judicial proceeding proceeding, including an Insolvency Proceeding, relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation or BA Borrowing 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, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations or BA Borrowing 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 Swingline Lender, the Issuing Lender Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent under any Loan DocumentSECTIONS 2.4, 4.8 AND 11.4) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender 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, the Swingline Lender and the Issuing Lender, 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(b) 2.4 and 10.511.4. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or any other judicial proceeding relative to any Loan Partyeither Borrower, the Administrative applicable Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative such Agent shall have made any demand on the such Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect Obligations of the Loans, L/C Obligations and all other Obligations such Borrower 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 Swingline Lender, the Issuing Lender applicable Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender applicable Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender applicable Lenders and the Administrative Agent Agents hereunder or under any other Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing applicable Lender to make such payments to the Administrative such Agent and, in the event that the Administrative such Agent shall consent to the making of such payments directly to the applicable Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative such 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 such Agent (including, if applicable, in its capacity as L/C Issuer) under Sections 2.5(b) 2.8(j), 2.14, 10.4 and 10.5. Nothing contained herein shall be deemed to authorize the Administrative either Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative either Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or any other judicial proceeding relative to any Loan Credit Party, the Administrative any Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations (other than obligations under Swap Contracts or Treasury Management Agreements to which such 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 Swingline Lender, the Issuing Lender L/C Issuers and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender L/C Issuers and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender L/C Issuers and the Administrative Agent Agents under any Loan DocumentSections 2.09 and 11.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, 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, the Swingline Lender and the Issuing Lender L/C Issuer to make such payments to the Administrative such Agent and, in the event that the Administrative such Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing LenderL/C Issuers, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.09 and 10.511.04. 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, the Swingline Lender or the Issuing Lender L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative any Agent (irrespective of whether the principal of any Loan or L/C Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative such Agent shall have made any demand on the any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Letter of Credit Obligations and all other Obligations (other than Obligations under any Hedging Agreement or in respect of any cash management services) 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 Swingline Lender, the Issuing Lender and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Agents under any Loan Document§§2.2, 5.10, 6.1 and 17) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative any Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing Lender, to pay to the Administrative any Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative such Agent under Sections 2.5(b) §§6.1 and 10.517. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, to the Administrative maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:, (a) to file and prove a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents under any Loan DocumentSections 2.9 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, 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, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative if either Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, Lenders to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.9 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative any Agent (irrespective of whether the principal of any Loan or L/C Obligation outstanding Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative any Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Letter of Credit outstandings 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 Swingline Lender, the Issuing Lender Banks and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Banks and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Banks and the Administrative Agent Agents under any Loan DocumentSections 2.12 and 9.03) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by the Collateral Agent, each Lender, the Swingline Lender and the each Issuing Lender Bank to make such payments to the Administrative Agent and, in the event that if the Administrative Agent shall consent to the making of such payments directly to the LendersCollateral Agent, the Swingline Lender Lenders and the Issuing LenderBanks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent Agents and its their respective agents and counsel, and any other amounts due the Administrative Agent Agents under Sections 2.5(b) 2.12 and 10.59.03. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the any Issuing Lender Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender, the Swingline Lender or the any Issuing Lender Bank to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the any Issuing Lender Bank or in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations 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 Swingline Lender, the Issuing Lender and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender 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, the Swingline Lender and the Issuing Lender, 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(b) 2.5 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Insolvency Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative an Agent shall have made any demand on the a Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Disbursements and all other Obligations (other than obligations of the U.S.Parent Borrower or its Subsidiaries owing to any Lender or Affiliate thereof pursuant to any Hedging Agreement, any Banking Services Obligations or the NAB Bilateral 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 Swingline Lender, the Issuing Lender Banks and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Bank and the Administrative Agent and their respective agents and counsel Agents and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Banks and the Administrative Agent Agents under any Loan DocumentSections 2.05 and 9.08) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender Bank to make such payments to the Administrative such Agent and, in the event that the Administrative if such Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing LenderBanks, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counselsuch Agent, and any other amounts due the Administrative such Agent under Sections 2.5(b) 2.05 and 10.59.08. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender Bank or in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator sequestrator, Controller, administrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender each Letter of Credit Issuer and the Issuing Lender each other Creditor Party 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, the Swingline Lender and Letter of Credit Issuers or the Issuing Lenderother Creditor Parties, 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(b) and 10.5this Agreement or any other Loan Document. 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, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law receivership, administrative receivership, judicial management, insolvency, liquidation, bankruptcy, reorganization (by way of voluntary arrangement, schemes of arrangement or any otherwise), arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and the Collateral Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall each be entitled and empowered, by intervention in such proceeding or otherwise:: 207 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline LenderAdministrative Agent, the Issuing Lender and the Administrative Collateral Agent and their respective agents and counsel to the extent provided for herein and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Administrative Agent and the Administrative Collateral Agent under any Loan DocumentSections 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and (c) any administrator, administrative receiver, custodian, receiver, assignee, trustee, judicial manager, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments (other than amounts payable to the Collateral Agent) to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative Agent and the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and any other amounts amounts, in each case, due to the Administrative Agent and the Collateral Agent under Sections 2.5(b) 2.09, 10.04 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding10.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, to the Administrative maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents under any Loan DocumentSections 2.9 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative if either Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative to such Agent under Sections 2.5(b) 2.9 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law receivership, administrative receivership, judicial management, insolvency, liquidation, bankruptcy, reorganization (by way of voluntary arrangement, schemes of arrangement or any otherwise), arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and the Collateral Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall each be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline LenderAdministrative Agent, the Issuing Lender and the Administrative Collateral Agent and their respective agents and counsel to the extent provided for herein and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Administrative Agent and the Administrative Collateral Agent under any Loan DocumentSections 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and (c) any administrator, administrative receiver, custodian, receiver, assignee, trustee, judicial manager, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments (other than amounts payable to the Collateral Agent) to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative Agent and the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and any other amounts amounts, in each case, due to the Administrative Agent and the Collateral Agent under Sections 2.5(b) 2.09, 10.04 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding10.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrowerany Loan Party) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender each Letter of Credit Issuer and the Issuing Lender each other Creditor Party 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, the Swingline Lender and Letter of Credit Issuers or the Issuing Lenderother Creditor Parties, 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(b) and 10.5this Agreement or any other Loan Document. 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, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender any Letter of Credit Issuer in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any insolvency proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Partythe Borrower, the Administrative Agent Agents (irrespective of whether the principal of any Loan or L/C Obligation shall the Loans will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have has made any demand on the Borrower) shall will be entitled and empoweredempowered (but not obligated), by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loans and all other Obligations that are owing and unpaid and 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 Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent Agents under any Loan DocumentSections 2.06, 2.17, 8.10 and 9.05) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative each Agent and, in the event that the Administrative Agent shall consent consents to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, 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(b) 2.06, 2.17 and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding9.05.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or any other judicial proceeding relative to any Loan Party, the Administrative Agent or Collateral Agent (irrespective of whether the principal of any the Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent or Collateral Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (ai) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations Loan and all other Finance 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 Swingline Lender, the Issuing Lender Administrative Agent and the Administrative Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Administrative Agent and the Administrative Collateral Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Administrative Agent and the Administrative Collateral Agent under any Loan DocumentSections 2.09 and 10.04) allowed in such judicial proceeding; and; (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and (iii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent or Collateral Agent and, in the event that the Administrative Agent or Collateral Agent, as applicable, shall consent to the making of such payments directly to the Lenders, the Swingline Lender and the Issuing Lender, to pay to the Administrative Agent and the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its the Collateral Agent and their respective agents and counsel, and any other amounts due the Administrative Agent and the Collateral Agent under Sections 2.5(b) 2.09 and 10.510.04 and under the other Loan Documents to which it is a party. Nothing contained herein shall be deemed to authorize the Administrative Agent or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Finance Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent or Collateral Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative any Agent (irrespective of whether the principal of any Loan or L/C Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative such Agent shall have made any demand on the any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Letter of Credit Obligations and all other Obligations (other than Obligations under any Hedging Agreement or in respect of any cash management services) 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 Swingline Lender, the Issuing Lender and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender and the Administrative Agent Agents under any Loan Document§§2.2, 5.10, 6.1 and 17) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, administrator, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender to make such payments to the Administrative Agent Agents and, in the event that the Administrative any Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing Lender, to pay to the Administrative any Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative such Agent and its agents and counsel, and any other amounts due the Administrative such Agent under Sections 2.5(b) §§6.1 and 10.517. Nothing contained herein shall be deemed to authorize the Administrative any Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative any Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the each Issuing Lender 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, the Swingline Lender and the Issuing LenderLenders, 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(b) and 10.5. 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, the Swingline Lender or the any Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the any Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the any Issuing Lender in any such proceeding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Borrower (on behalf of itself and its Subsidiaries), the Administrative Agent and each Secured Party agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof, and all powers, rights and remedies under the other Loan Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply all or any portion of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such Disposition and (B) the Administrative Agent or any Lender may be the purchaser or licensor of all or any portion of such Collateral at any such Disposition. No holder of any Obligations under a Secured Hedge Agreement, Treasury Services Agreement or Swap Agreement in its respective capacity as such shall have any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement. Each of the Lenders hereby irrevocably authorizes the Administrative Agent (and by entering into a Secured Hedge Agreement with respect to any Secured Hedge Agreement or by entering into documentation in connection with any Treasury Services Agreement, each of the other Secured Parties hereby authorizes and shall be deemed to authorize), on behalf of all Secured Parties to take any of the following actions upon the instruction of the Required Lenders: (a) consent to the Disposition of all or any portion of the Collateral free and clear of the Liens securing the Obligations in connection with any Disposition pursuant to the applicable provisions of the Bankruptcy Code, including Section 363 thereof; (b) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the Bankruptcy Code, including under Section 363 thereof; (c) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC; (d) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any foreclosure or other Disposition conducted in accordance with applicable requirements of Laws following the occurrence of an Event of Default, including by power of sale, judicial action or otherwise; or (e) estimate the amount of any contingent or unliquidated Obligations of such Lender or other Secured Party; it being understood that no Lender shall be required to fund any amount in connection with any purchase of all or any portion of the Collateral by the Administrative Agent pursuant to the foregoing clauses (b), (c) or (d) without its prior written consent. Each Secured Party agrees that the Administrative Agent is under no obligation to credit bid any part of the Obligations or to purchase or retain or acquire any portion of the Collateral; provided that, in connection with any credit bid or purchase described under clauses (b), (c) or (d) of the preceding paragraph, the Obligations owed to all of the Secured Parties (other than with respect to contingent or unliquidated liabilities as set forth in the next succeeding paragraph) may be, and shall be, credit bid by the Administrative Agent on a ratable basis. With respect to any contingent or unliquidated claim that is an Obligation the Administrative Agent is hereby authorized, but is not required, to estimate the amount thereof for purposes of any credit bid or purchase described in the second preceding paragraph. In the event that the Administrative Agent, in its sole and absolute discretion, elects not to estimate any such contingent or unliquidated claim or any such claim cannot be estimated without unduly delaying the ability of the Administrative Agent to consummate any credit bid or purchase in accordance with the second preceding paragraph, then any contingent or unliquidated claims not so estimated shall be disregarded, shall not be credit bid, and shall not be entitled to any interest in the portion or the entirety of the Collateral purchased by means of such credit bid. Each Secured Party whose Obligations are credit bid under clauses (b), (c) or (d) of the third preceding paragraph is entitled to receive interests in the Collateral or any other asset acquired in connection with such credit bid (or in the Capital Stock of the acquisition vehicle or vehicles that are used to consummate such acquisition) on a ratable basis in accordance with the percentage obtained by dividing (x) the amount of the Obligations of such Secured Party that were credit bid in such credit bid or other Disposition, by (y) the aggregate amount of all Obligations that were credit bid in such credit bid or other Disposition.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations 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 Swingline Lender, the Issuing Lender Letter of Credit Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Letter of Credit Issuers and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender each Letter of Credit Issuer and the Issuing Lender each other Secured Party 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, the Swingline Lender and Letter of Credit Issuers or the Issuing Lenderother Secured Parties, 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(b4.1(c) and 10.5. 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, the Swingline Lender or the Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding11.5.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Co-Administrative Agent Agents (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Co-Administrative Agent Agents shall have made any demand on the BorrowerTimken) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender L/C Issuer and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender L/C Issuer and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender L/C Issuer and the Administrative Agent Agents under any Loan DocumentSections 2.03(h) and (i), 2.09, 11.04 and 11.05) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Lender L/C Issuer to make such payments to the Administrative Paying Agent and, in the event that the Administrative Paying Agent shall consent to the making of such payments directly to the Lenders, the Swingline Lender Lenders and the Issuing LenderL/C Issuer, to pay to the Administrative Paying Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent Agents and its their respective agents and counsel, and any other amounts due the Administrative Agent Agents under Sections 2.5(b) 2.09, 11.04 and 10.511.05. Nothing contained herein shall be deemed to authorize the Co-Administrative Agent Agents to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Lender L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the Issuing Lender to authorize the Co-Administrative Agent Agents to vote in respect of the claim of any Lender, the Swingline Lender or the Issuing Lender in any such proceeding.

Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swingline Lender, the Issuing Lender Lenders and the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the each Issuing Lender 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, the Swingline Lender and the Issuing LenderLenders, 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(b) and 10.5. 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, the Swingline Lender or the any Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swingline Lender or the any Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swingline Lender or the any Issuing Lender in any such proceeding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Borrower (on behalf of itself and its Subsidiaries), the Administrative Agent and each Secured Party agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof, and all powers, rights and remedies under the other Loan Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply all or any portion of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such Disposition and (B) the Administrative Agent or any Lender may be the purchaser or licensor of all or any portion of such Collateral at any such Disposition. No holder of any Obligations under a Secured Hedge Agreement, Treasury Services Agreement or Swap Agreement in its respective capacity as such shall have any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement. Each of the Lenders hereby irrevocably authorizes the Administrative Agent (and by entering into a Secured Hedge Agreement with respect to any Secured Hedge Agreement or by entering into documentation in connection with any Treasury Services Agreement, each of the other Secured Parties hereby authorizes and shall be deemed to authorize), on behalf of all Secured Parties to take any of the following actions upon the instruction of the Required Lenders: (a) consent to the Disposition of all or any portion of the Collateral free and clear of the Liens securing the Obligations in connection with any Disposition pursuant to the applicable provisions of the Bankruptcy Code, including Section 363 thereof; (b) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the Bankruptcy Code, including under Section 363 thereof; (c) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC; (d) credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any foreclosure or other Disposition conducted in accordance with applicable requirements of Laws following the occurrence of an Event of Default, including by power of sale, judicial action or otherwise; or (e) estimate the amount of any contingent or unliquidated Obligations of such Lender or other Secured Party; it being understood that no Lender shall be required to fund any amount in connection with any purchase of all or any portion of the Collateral by the Administrative Agent pursuant to the foregoing clauses (b), (c) or (d) without its prior written consent. Each Secured Party agrees that the Administrative Agent is under no obligation to credit bid any part of the Obligations or to purchase or retain or acquire any portion of the Collateral; provided, that, in connection with any credit bid or purchase described under clauses (b), (c) or (d) of the preceding paragraph, the Obligations owed to all of the Secured Parties (other than with respect to contingent or unliquidated liabilities as set forth in the next succeeding paragraph) may be, and shall be, credit bid by the Administrative Agent on a ratable basis. With respect to any contingent or unliquidated claim that is an Obligation the Administrative Agent is hereby authorized, but is not required, to estimate the amount thereof for purposes of any credit bid or purchase described in the second preceding paragraph. In the event that the Administrative Agent, in its sole and absolute discretion, elects not to estimate any such contingent or unliquidated claim or any such claim cannot be estimated without unduly delaying the ability of the Administrative Agent to consummate any credit bid or purchase in accordance with the second preceding paragraph, then any contingent or unliquidated claims not so estimated shall be disregarded, shall not be credit bid, and shall not be entitled to any interest in the portion or the entirety of the Collateral purchased by means of such credit bid. Each Secured Party whose Obligations are credit bid under clauses (b), (c) or (d) of the third preceding paragraph is entitled to receive interests in the Collateral or any other asset acquired in connection with such credit bid (or in the Capital Stock of the acquisition vehicle or vehicles that are used to consummate such acquisition) on a ratable basis in accordance with the percentage obtained by dividing (x) the amount of the Obligations of such Secured Party that were credit bid in such credit bid or other Disposition, by (y) the aggregate amount of all Obligations that were credit bid in such credit bid or other Disposition.