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

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Collateral Agent (irrespective of whether any principal amount of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders and the Collateral Agent under Sections 7.14 and 11.18) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the Holders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to under any Credit Party, Debtor Relief Law the Collateral Agent (irrespective of whether the principal of any principal amount of the Loan or Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral any Agent shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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, Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders Agents, the Lenders and the Collateral Agent L/C Issuer (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Agents, the Lenders and the Collateral Agent L/C Issuer and their respective agents and counsel and all other amounts due to the Holders Agents, the Lenders and the Collateral Agent L/C Issuer hereunder and under Sections 7.14 and 11.18the other Loan Documents) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Agent, each Lender and the L/C Issuer to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersAgents, the Lenders and the L/C Issuer, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent hereunder and under Sections 7.14 and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother Loan Documents.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyIssuer) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Notes 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 Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18Section 12.04) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Purchaser to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18Section 12.04. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Purchaser or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Purchaser in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition bankruptcy or other judicial insolvency proceeding relative to BORROWER (including any Credit Partyevent described in Sections 7.1.6, 7.1.7 or 7.1.8 of this AGREEMENT, the Collateral Agent COLLATERAL AGENT (irrespective of whether the principal of any principal amount of the Obligation LOAN shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent COLLATERAL AGENT or any other BANK shall have made any demand on the CompanyBORROWER) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, but shall not be obligated to, by intervention in such proceeding or otherwise: (a) 9.9.1 to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the 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 Holders and the Collateral Agent BANKS (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent BANKS and their respective agents and counsel and all other amounts due to the Holders and BANKS under this AGREEMENT or the Collateral Agent under Sections 7.14 and 11.18other LOAN DOCUMENTS) allowed in such judicial proceeding; and; (b) 9.9.2 to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and 9.9.3 any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each BANK to make such payments to the Collateral Agent COLLATERAL AGENT and, in the event that the Collateral Agent shall COLLATERAL AGENT may consent to the making of such payments directly to the HoldersBANKS, to pay to the Collateral Agent COLLATERAL AGENT any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent AGENT and its their respective agents and counsel, and any other amounts due the Collateral Agent AGENT under Sections 7.14 this AGREEMENT and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother LOAN DOCUMENTS.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Partythe Borrower, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Draw shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 aggregate Unpaid Principal Balance owing and unpaid in respect of the 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 Holders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders and the Collateral Agent under Sections 7.14 and 11.18) Lenders allowed in such judicial proceeding; and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18. . (b) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Loan or Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral any Agent shall have made any demand on the CompanyBorrowers) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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, Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders and the Collateral Agent Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent Secured Parties and their respective agents and counsel and all other amounts due the Secured Parties hereunder and under the other Loan Documents (provided, that in the case of legal expenses, the Borrowers’ obligations shall be limited to one counsel to the Holders Agents, one counsel to the other Lenders, and one local counsel in each relevant jurisdiction (unless a conflict arises, in which case the Collateral Agent under Sections 7.14 reasonable and 11.18documented fees and expenses of each conflicts counsel shall also be reimbursed by the Borrowers)) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Secured Party to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersSecured Parties, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent hereunder and under Sections 7.14 and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother Loan Documents.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Loan or Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral any Agent shall have made any demand on the CompanyBorrowers) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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, Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders and the Collateral Agent Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent Secured Parties and their respective agents and counsel and all other amounts due the Secured Parties hereunder and under the other Loan Documents (provided, that in the case of legal expenses, the Borrowers' obligations shall be limited to one counsel to the Holders Collateral Agent, one counsel to the Administrative Agent, one counsel to the other Lenders, and one local counsel in each relevant jurisdiction (unless a conflict arises, in which case the Collateral Agent under Sections 7.14 reasonable and 11.18documented fees and expenses of each conflicts counsel shall also be reimbursed by the Borrowers)) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Secured Party to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersSecured Parties, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent hereunder and under Sections 7.14 and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother Loan Documents.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Collateral Agent (irrespective of whether any principal amount of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Lender and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lender and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lender and the Collateral Agent under Sections 7.14 Articles 8 and 11.1816) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLender, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Articles 8 and 11.1816. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Insolvency Proceeding or any other judicial proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Loan or Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral any Agent shall have made any demand on the CompanyBorrowers) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Agents, the Lenders and the Collateral Agent L/C Issuer (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and Agents, the Collateral Agent Lenders, the L/C Issuer and their respective agents and counsel and all other amounts due to the Holders Agents, the Lenders and the Collateral Agent L/C Issuer hereunder and under Sections 7.14 and 11.18the other Loan Documents) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Agent, each Lender and the L/C Issuer to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersAgents, the Lenders and the L/C Issuer, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent hereunder and under Sections 7.14 and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother Loan Documents.”

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Companyany Borrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders Lenders and the Collateral Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent Agents and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent Agents under Sections 7.14 2.05 and 11.1811.04) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender (and the Administrative Agent, as applicable) to make such payments to the Collateral Payment Agent and, in if the event that the Collateral Payment Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Payment Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent Agents and its their respective agents and counsel, and any other amounts due the Collateral Agent Agents under Sections 7.14 2.05 and 11.1811.04. Nothing contained herein shall be deemed to authorize the Collateral Payment Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or any Lender to authorize the Collateral Payment Agent to vote in respect of the claim of the Holders any Lender or in any such proceeding.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative related to the Note Issuer, or any Credit Partyother obligor in respect of the Note, or the property of the Note Issuer, or such other obligor or their creditors, the Collateral Agent (irrespective of whether any the principal amount of the Obligation Note shall then be due and payable as herein therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyNote Issuer for the payment of overdue principal or interest) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Obligations that are owing and unpaid Note and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders Collateral Agent and the any predecessor Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent and any predecessor Collateral Agent, their respective agents and counsel counsel) and all other amounts due to of the Holders and the Collateral Agent under Sections 7.14 and 11.18) Noteholder allowed in such judicial proceeding; and; (bii) to collect and receive any monies moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, curatorreceiver, receiverliquidator, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders the Noteholder to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the Holders, and to pay to the Collateral Agent any amount due it for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective any predecessor Collateral Agent, their agents and counsel, and any other amounts due the Collateral Agent and any predecessor Collateral Agent under Sections 7.14 and 11.18. Section 7.6 hereof. (b) Nothing herein contained herein shall be deemed to authorize the Collateral Agent to authorize or authorize, consent to or to, accept or adopt on behalf of the Holders Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Obligations Note or the rights of the Holders Noteholder or affecting the Timeshare Loans or the other assets constituting the Timeshare Loans Collateral or to authorize the Collateral Agent to vote in respect of the claim of the Holders Noteholder in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Collateral Agent (irrespective of whether any principal amount of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Lender and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lender and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lender and the Collateral Agent under Sections 7.14 Articles 8 and 11.1817) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLender, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Articles 8 and 11.1817. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any Credit PartySubsidiary, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empoweredempowered (but not obligated to), by intervention in such proceeding or otherwise: (a) 4.10.1. to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Obligations Loans and all other Indebtedness 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 Holders Lenders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent under Sections 7.14 Section 9.3 and 11.18) Section 9.4 of this Agreement allowed in such judicial proceeding); and (b) 4.10.2. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective their agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Section 9.3 and 11.18Section 9.4 of the Credit Agreement. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations Indebtedness or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Collateral Agent and each Lender hereby agree that in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from Required Lenders, 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 or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. The Lenders hereby irrevocably authorize the Collateral 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, including under Sections 363, 1123 or 1129 thereof, 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 Collateral 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 Lenders shall be entitled to be, and shall be, credit bid by the Collateral Agent at the direction of the Required Lenders 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 Collateral 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 Collateral 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 9.1, (iii) the Collateral Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Lender or acquisition vehicle to take any further action, and (iv) 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 Lender or any acquisition vehicle to take any further action.

Collateral Agent May File Proofs of Claim. (m) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding Insolvency Proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent or any other Secured Party shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Lenders and the Collateral Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent Agents and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent Agents under Sections 7.14 2.03(b), 2.07 and 11.1815.04) 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 any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent Agents and its their respective agents and counsel, and any other amounts due the Collateral Agent Agents under Sections 7.14 2.07 and 11.18. 15.04. (n) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivershipproceeding with respect to any Note Party under any federal, state or foreign bankruptcy, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition receivership or similar law now or hereafter in effect or any other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empoweredempowered (but not obligated), by intervention in such proceeding or otherwise: (ai) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes 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 Holders Investors and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Investors and the Collateral Agent and their respective agents and counsel Affiliates and all other amounts due to the Holders Investors and the Collateral Agent under Sections 7.14 2.6 and 11.1810.2) allowed in such judicial proceeding; and; (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and (iii) and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Investor and each other Secured Party to make such payments to the Collateral Agent and, in the event that the if Collateral Agent shall consent to the making of such payments directly to the HoldersInvestors or the other Secured Parties, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counselAffiliates, and any other amounts due the to Collateral Agent and its Affiliates under the Note Documents (including all amounts due under Sections 7.14 2.6 and 11.18. 10.2). (b) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Investor any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Investor or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Investor in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, examinership, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit PartyBorrower, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Credit Extension, shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Credit Extensions and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders Lenders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent under Sections 7.14 and 11.18) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due including Lenders’ Expenses. To the extent that Collateral Agent under Sections 7.14 and 11.18. Nothing contained herein shall be deemed fails timely to authorize the Collateral Agent do so, each Lender may file a claim relating to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingLender’s claim.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Convertible Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyIssuer) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Convertible Notes 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 Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18Section 12.04) allowed in such judicial proceeding; and (b) subject to the First Lien/Second Lien Intercreditor Agreement, to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Purchaser to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due to the Collateral Agent under Sections 7.14 and 11.18Section 12.04. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Purchaser or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Purchaser in any such proceeding.. \\4140-6447-8783 v164123-4063-4962 v3

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Partythe Borrower or the property of the Borrower, the Collateral Agent (irrespective of whether any the principal amount of the Obligation Asset Backed Loan shall then be due and payable as herein therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyBorrower for the payment of overdue principal or interest) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Obligations that are owing and unpaid Asset Backed Loan and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders Collateral Agent and the any predecessor Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent and any predecessor Collateral Agent, their respective agents and counsel counsel) and all other amounts due to of the Holders and the Collateral Agent under Sections 7.14 and 11.18) Lenders allowed in such judicial proceeding; and; (bii) to collect and receive any monies moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, curatorreceiver, receiverliquidator, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the Holders, and to pay to the Collateral Agent any amount due it for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective any predecessor Collateral Agent, their agents and counsel, and any other amounts due the Collateral Agent and any predecessor Collateral Agent under Sections 7.14 Section 7.6 hereof. Diamond - Collateral and 11.18. Servicing Agreement #39303843 (b) Nothing herein contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders Administrative Agent or any Lender any plan of reorganization, arrangementagreement, adjustment or composition affecting the Obligations Asset Backed Loan or the rights of any Lender thereof or affecting the Holders Timeshare Loans or the other assets constituting the Subject Collateral or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Company or any Credit PartyGuarantor, the Collateral Agent (irrespective of whether the principal of any principal amount of the Secured Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyCompany or any Guarantor) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Secured Parties and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Secured Parties and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Secured Parties and the Collateral Agent under Sections 7.14 the Credit Documents and 11.18Section 5.9) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Secured Party to make such payments to the Collateral Agent and, in the event that if the Collateral Agent shall consent to the making of such payments directly to the HoldersSecured Parties, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18Section 5.9. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of the Holders or any Secured Party to authorize the Collateral Agent to vote in respect of the claim of the Holders any Secured Party or in any such proceeding.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition insolvency or other judicial liquidation proceeding relative to the Borrower or the Pledgor (including any Credit Partyevent relative to the Borrower described in Section 7(f)), the Collateral Agent (irrespective of whether any the principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent or the Lender shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, but shall not be obligated, by intervention in such proceeding or otherwise: (ai) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders and the Collateral Agent Lender (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lender and the Collateral Agent and their respective its agents and counsel and all other amounts due to the Holders Lender under Section 2.4, 2.14 and the Collateral Agent under Sections 7.14 and 11.18Section 9.5) allowed in such judicial proceeding; and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . (b) Any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders the Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent consents to the making of such payments directly to the HoldersLender, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent Agents and its their respective agents and counsel, and any other amounts due the Collateral Agent Agents under Sections 7.14 Section 2.4, Section 2.14 and 11.18. Section 9.5. (c) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition bankruptcy or insolvency Proceeding or any other judicial proceeding Proceeding relative to any Credit Company Party, the Collateral Agent (irrespective of whether any the principal amount of the Obligation shall Notes will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have has made any demand on the Company) shall will be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empoweredempowered (but not obligated), by intervention in such proceeding judicial 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 Obligations Notes and all other obligations that are owing and unpaid hereunder or under any other Transaction Document and to file such other documents as may be necessary or advisable in order to have the claims of the Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18this Agreement or any other Transaction Document) allowed in such judicial proceedingProceeding; 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding Proceeding is hereby authorized by Holders each Purchaser to make such any payments of the type described above in this Section 5.8 to the Collateral Agent and, in the event that the Collateral Agent shall consent consents to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize this Agreement or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother Transaction Document.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower or any Credit Partyof its subsidiaries, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 and any other Secured Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders Lenders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent under Sections 7.14 and 11.18hereunder) allowed in such judicial proceeding; and (bii) to collect and receive any monies moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective his agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18hereunder. Nothing herein contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of the Holders any Lenders or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Collateral Agent (irrespective of whether any principal amount of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Lender and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lender and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lender and the Collateral Agent under Sections 7.14 Articles 8 and 11.1817) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLender, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Articles 8 and 11.1817. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition bankruptcy or insolvency Proceeding or any other judicial proceeding Proceeding relative to any Credit Company Party, the Collateral Agent (irrespective of whether any the principal amount of the Obligation shall Notes will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have has made any demand on the Company) shall will be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empoweredempowered (but not obligated), by intervention in such proceeding judicial 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 Obligations Notes and all other obligations that are owing and unpaid hereunder or under any other Transaction Document and to file such other documents as may be necessary or advisable in order to have the claims of the Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18this Agreement or any other Transaction Document) allowed in such judicial proceedingProceeding; 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding Proceeding is hereby authorized by Holders each Purchaser to make such any payments of the type described above in this Section 5.8 to the Collateral Agent and, in the event that the Collateral Agent shall consent consents to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize this Agreement or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother Transaction Document.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Convertible Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyIssuer) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Convertible Notes 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 Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18Section 12.04) allowed in such judicial proceeding; and (b) subject to the First Lien/Second Lien Intercreditor Agreement, to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Purchaser to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due to the Collateral Agent under Sections 7.14 and 11.18Section 12.04. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Purchaser or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Purchaser in any such proceeding.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition bankruptcy or other judicial insolvency proceeding relative to any Credit PartyBorrower or the Pledgor (including any event described in Section 9.01(i) (Events of Default - Bankruptcy; Insolvency), the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent or any other Senior Secured Party shall have made any demand on the Companyany Borrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, but shall not be obligated to, 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 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 Holders and the Collateral Agent Senior Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent Senior Secured Parties and their respective agents and counsel and all other amounts due to the Holders and the Collateral Agent Senior Secured Parties under Sections 7.14 3.13 (Fees), 11.07 (Costs and 11.18Expenses) and 11.09 (Indemnification by the Borrowers)) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall may consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent Agents and its their respective agents and counsel, and any other amounts due the Collateral Agent Agents under Sections 7.14 3.13 (Fees), 11.07 (Costs and 11.18. Expenses) and 11.09 (Indemnification by the Borrowers). (b) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit PartyGrantor, the Collateral Agent (irrespective of whether any the principal amount of the Obligation Purchase Money Note or the Facility Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Companyany Grantor) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Purchase Money Note, the Facility Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders and the Collateral Agent Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent Secured Parties and their respective agents and counsel and all other amounts due to the Holders and the Collateral Agent Secured parties under Sections 7.14 and 11.18Section 11.2 and/or Section 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 . Any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersNote Holder and/or the Lender, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18Section 11.2 and/or Section 11.4. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Note Holders or the Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of the Holders Note Holder or the Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders Note Holder or the Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Xxxxxxxx Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, empowered (but not obligated) by intervention in such proceeding or otherwise:otherwise to (at the written direction of the Majority Holders): (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Obligations arising under the Note Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders holders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders and the Collateral Agent under Sections 7.14 and 11.18Section 6) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders to make such payments to each Holder and the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of make such payments directly to the Holders, Holders (together with written notice to the Collateral Agent) and to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18Section 6. (c) make its own decisions in taking or not taking action under or based upon this Agreement, any other Note Document or any related agreement or any document furnished hereunder or thereunder. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Obligations Notes or the rights of the Holders any Holder or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Holder in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Pledgor or any Credit Partyof its Subsidiaries, the Collateral Agent (irrespective of whether any principal amount an Event of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise Default has occurred and irrespective of whether the Collateral Agent shall have made any demand on the CompanyPledgor) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Secured Parties and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Secured Parties and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Secured Parties and the Collateral Agent under Sections 7.14 Section 4.2 and 11.18Section 10.8) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Secured Party to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersSecured Parties, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Section 4.2 and 11.18Section 10.8. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of the Holders any Secured Party or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Secured Party in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyIssuers) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Notes 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 Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18Section 12.04) allowed in such judicial proceeding; andand \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 (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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Purchaser to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18Section 12.04. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Purchaser or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Purchaser in any such proceeding.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition Insolvency or other judicial proceeding Liquidation Proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent or any other Senior Secured Party shall have made any demand on the Companyany Loan Party) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, but shall not be obligated, by intervention in such proceeding or otherwise: (ai) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans 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 Holders and the Collateral Agent Senior Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent Senior Secured Parties and their respective agents and counsel and all other amounts due to the Holders Senior Secured Parties under Section 3.11 (Fees), Section 11.06 (Costs and Expenses) and Section 11.08 (Indemnification by the Collateral Agent under Sections 7.14 and 11.18Loan Parties)) allowed in such judicial proceeding; and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . (b) Any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent consents to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent Agents and its their respective agents and counsel, and any other amounts due the Collateral Agent Agents under Sections 7.14 Section 3.11 (Fees), Section 11.06 (Costs and 11.18. Expenses) and Section 11.08 (Indemnification by the Loan Parties). (c) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit PartyCompany Entity, the Collateral Agent (irrespective of whether any principal amount of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise: (a1) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure, if and to the extent necessary under such rule, that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor; (2) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Debentures and all other Debenture 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 Holders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders and the Collateral Agent under Sections 7.14 and 11.18) Debentureholders allowed in such judicial proceeding; and (b3) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders the Debentureholders to make such payments to the Collateral Agent or such sub agent or other party or institution as the Collateral Agent shall designate in writing and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersDebentureholders, to pay to the Collateral Agent any amount due to the Collateral Agent or the Administrative Agent for the reasonable unpaid compensation, expenses, disbursements and advances of the Collateral Agent Agents and its respective their agents (including any sub agents), counsel and professional advisors, and any other amounts due the Agents hereunder or under the other Debenture Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents (including any sub agents) and counsel, and any other amounts due to the Collateral Agent Agents under Sections 7.14 the other Debenture Documents 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 11.18shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Debentureholders 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 Collateral Agent or the Administrative Agent to authorize or consent to or accept or adopt on behalf of the Holders any Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Debentureholder or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Debentureholder in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Collateral Agent (irrespective of whether any principal amount of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Lender and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lender and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lender and the Collateral Agent under Sections 7.14 Article 8 and 11.18Article 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLender, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Article 8 and 11.18Article 17. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Collateral Agent (irrespective of whether any principal amount of the Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Parent Company) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Secured Lenders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Secured Lenders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Secured Lenders and the Collateral Agent under Sections 7.14 Article 8 and 11.18Article 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders the Secured Lenders to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersSecured Lenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Article 8 and 11.18Article 17. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders Secured Lenders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders Secured Lenders or to authorize the Collateral Agent to vote in respect of the claim of the Holders Secured Lenders in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyIssuers) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Notes 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 Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18Section 12.04) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Purchaser to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18Section 12.04. \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Purchaser or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Purchaser in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Companyany Borrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders Lenders and the Collateral Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent Agents and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent under Sections 7.14 Agents 2.05 and 11.1811.04) 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender (and the Administrative Agent, as applicable) to make such payments to the Collateral Payment Agent and, in if the event that the Collateral Payment Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Payment Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent Agents and its their respective agents and counsel, and any other amounts due the Collateral Agent Agents under Sections 7.14 2.05 and 11.1811.04. Nothing contained herein shall be deemed to authorize the Collateral Payment Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or any Lender to authorize the Collateral Payment Agent to vote in respect of the claim of the Holders any Lender or in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyIssuers) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Notes 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 Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18Section 12.04) allowed in such judicial proceeding; and 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, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Purchaser to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18Section 12.04. 97 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Purchaser or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Purchaser in any such proceeding.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition bankruptcy or other judicial insolvency proceeding relative to any Credit PartyBorrower, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent or any other Senior Secured Party shall have made any demand on the Companyany Borrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, but shall not be obligated to, 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 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 Holders and the Collateral Agent Senior Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent Senior Secured Parties and their respective agents and counsel and all other amounts due to the Holders and the Collateral Agent Senior Secured Parties under Sections 7.14 3.11 (Fees), 11.07 (Costs and 11.18Expenses) and 11.09 (Indemnification by the Borrowers)) allowed in such judicial proceeding; and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any . Any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall may consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent Agents and its their respective agents and counsel, and any other amounts due the Collateral Agent Agents under Sections 7.14 3.11 (Fees), 11.07 (Costs and 11.18. Expenses) and 11.09 (Indemnification by the Borrowers). (b) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition bankruptcy or other judicial insolvency proceeding relative to BORROWER (including any Credit Partyevent described in Sections 6.1.6, 6.1.7 or 6.1.8 of this AGREEMENT, the Collateral Agent COLLATERAL AGENT (irrespective of whether the principal of any principal amount of the Obligation LOAN shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent COLLATERAL AGENT or any other BANK shall have made any demand on the CompanyBORROWER) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, but shall not be obligated to, by intervention in such proceeding or otherwise: (a) 8.9.1 to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the 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 Holders and the Collateral Agent BANKS (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent BANKS and their respective agents and counsel and all other amounts due to the Holders and BANKS under this AGREEMENT or the Collateral Agent under Sections 7.14 and 11.18other LOAN DOCUMENTS) allowed in such judicial proceeding; and; (b) 8.9.2 to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and and 8.9.3 any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each BANK to make such payments to the Collateral Agent COLLATERAL AGENT and, in the event that the Collateral Agent shall COLLATERAL AGENT may consent to the making of such payments directly to the HoldersBANKS, to pay to the Collateral Agent COLLATERAL AGENT any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent AGENT and its their respective agents and counsel, and any other amounts due the Collateral Agent AGENT under Sections 7.14 this AGREEMENT and 11.18. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders or to authorize the Collateral Agent to vote in respect of the claim of the Holders in any such proceedingother LOAN DOCUMENTS.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any Credit PartySubsidiary, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empoweredempowered (but not obligated to), 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 Obligations Loans and all other Indebtedness 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 Holders Lenders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent under Sections 7.14 Section 9.3 and 11.18) Section 9.4 of this Agreement allowed in such judicial proceeding); and (bii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective their agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 Section 9.3 and 11.18Section 9.4 of the Credit Agreement. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations Indebtedness or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Collateral Agent and each Lender hereby agree that in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from Required Lenders, 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 or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. The Lenders hereby irrevocably authorize the Collateral 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, including under Sections 363, 1123 or 1129 thereof, 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 Collateral 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 Lenders shall be entitled to be, and shall be, credit bid by the Collateral Agent at the direction of the Required Lenders 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 Collateral 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 Collateral 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 9.1, (iii) the Collateral Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Lender or acquisition vehicle to take any further action, and (iv) 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 Lender or any acquisition vehicle to take any further action.

Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Note Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyIssuer) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 Notes 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 Holders Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Purchasers and the Collateral Agent under Sections 7.14 and 11.18Section 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, curator, receiverReceiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Purchaser to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersPurchasers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.1811.04. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Purchaser or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Purchaser in any such proceeding.

Collateral Agent May File Proofs of Claim. (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Loan Party, the Collateral Agent (irrespective of whether the principal of any principal amount of the Obligation Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the CompanyBorrower) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) 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 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 Holders Lenders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders Lenders and the Collateral Agent and their respective agents and counsel and all other amounts due to the Holders Lenders and the Collateral Agent under Sections 7.14 and 11.18Agent) 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 sameclaims; and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by Holders each Lender to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the HoldersLenders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel, and any other amounts due the Collateral Agent under Sections 7.14 and 11.18. Agent. (b) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Holders any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of the Holders any Lender or to authorize the Collateral Agent to vote in respect of the claim of the Holders any Lender in any such proceeding.