Common use of Insolvency Events Clause in Contracts

Insolvency Events. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of any Collateral Claims, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral Claims, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower’s business, or upon the sale of all or any substantial part of Borrower’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims shall be distributed pursuant to the provisions of Section 10.2 of this Agreement; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s Claim, and shall use its best efforts to cause said claim or claims to be approved; (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do so, any other Lender may in the name of the first Lender, or otherwise, prove up any and all Collateral Claims of the first Lender relating to the first Lender’s Claim; and (d) in the event that, notwithstanding the foregoing, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a Lender’s Collateral Claims, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s Collateral Claims.

Insolvency Events. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of any Collateral Claims, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral Claims, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower’s business, or upon the sale of all or any substantial part of Borrower’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims shall be distributed pursuant to the provisions of Section 10.2 of this AgreementSections 2.1, 3.3 and 3.4 hereof; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s Claim, and shall use its best commercially reasonable efforts to cause said claim or claims to be approved; (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do soso (a “Non-filing Lender”), any the other Lender may in the name of the first Non-filing Lender, or otherwise, file and prove up any and all Collateral Claims claims of the first Non-filing Lender relating to the first Non-filing Lender’s Claim; and (d) in the event that, notwithstanding the foregoing, but subject to the provisions of Sections 2.1, 3.3 and 3.4, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a Lender’s Collateral Claimscharacter, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable sharethe amount agreed to herein, then the portion of such payment or distribution in excess of such Lender’s ratable share permitted amount shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s Claims; and (e) each of the Lenders hereby irrevocably agrees that neither Lender shall assert or otherwise approve, without the prior written consent of the other Lender, any claim, motion, objection or argument in respect of the other Lender’s Collateral Claimsin connection with any Insolvency Proceeding which could otherwise be asserted or raised in connection with such Insolvency Proceeding (including, without limitation, any claim, motion, objection or argument seeking adequate protection or relief from the automatic stay in respect of such Collateral), that is otherwise inconsistent with the terms of this Agreement. The Ally Parties will not object to Hercules providing debtor in possession financing, provided that such debtor in possession financing does not vary the relative priority of the Claims of the Ally Parties or adversely affect the Ally Parties’ Lien on the Ally Priority Collateral. Each Lender agrees that if an Insolvency Event occurs, such Lender will not seek relief from automatic stay with respect to the other Lender’s Priority Collateral or oppose a request by the other Lender for relief from the automatic stay with respect to the other Lender’s Priority Collateral.

Insolvency Events. In the event of any distribution, division, or ----------------- application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of any Collateral Claimsthe Partnership Claim and the Comdisco Claim, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral ClaimsPartnership Claim or the Comdisco Claim, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower’s Borrowers business, or upon the sale of all or any substantial part of Borrower’s 's property (any of the foregoing being hereinafter referred to as an “"Insolvency Event”"), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, event (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims ' claims shall be distributed pursuant to ratably between the provisions of Section 10.2 of this AgreementLenders; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s 's Claim, and shall use its best efforts to cause said claim or claims to be approved; , (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do so, any the other Lender may in the name of the first Lender, or otherwise, prove up any and all Collateral Claims claims of the first Lender relating to the first Lender’s 's Claim; and (d) in the event that, notwithstanding the foregoing, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a Lender’s Collateral Claimscharacter, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s 's ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s Collateral Claims's Claim.

Insolvency Events. In (a) Subject to Section 4.11, in the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower a Loan Party or the proceeds thereof to the creditors of Borrowera Loan Party, or the readjustment of any Collateral of the Claims, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral Claims, or the application of the property of Borrower a Loan Party to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrowera Loan Party’s business, or upon the sale of all or any substantial part of Borrowera Loan Party’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims shall be distributed pursuant to the provisions of Section 10.2 of this AgreementSections 2.1, 4.3 and 4.4 hereof; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s Claim, and shall use its best efforts to cause said claim or claims to be approved; and (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do so, any other Lender may in the name of the first Lender, or otherwise, prove up any and all Collateral Claims of the first Lender relating to the first Lender’s Claim; and (d) in the event that, notwithstanding the foregoing, but subject to the provisions of Sections 2.1, 4.3, and 4.4, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a Lender’s Collateral Claimscharacter, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable sharethe amounts contemplated by such Sections, then the portion of such payment or distribution in excess of such Lender’s ratable share amount shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s Claims. For avoidance of doubt, nothing set forth in this Agreement, including without limitation the allocation of payments contemplated under Section 4.3 and 4.4, is intended to constitute subordination in right of payment of any Lender’s Claim to any other Claim, but is intended strictly to constitute the Lenders’ agreement as to the subordination of their respective liens in one another’s Priority Collateral Claimsto the extent and in the manner provided herein. (b) If any Loan Party shall be subject to any Insolvency Event and the Priority Agent shall desire to permit the use of cash collateral which constitutes such Priority Agent’s Priority Collateral or to permit any Loan Party to obtain financing secured by such Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral), from one or more of the Lenders for whom such Priority Agent acts as Agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing”), then each Agent, (A) agrees that it will raise no objection to such use of cash collateral or DIP Financing nor support any other Person objecting to, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the Priority Agent or to the extent expressly permitted by Section 4.8(e)) and, to the extent the Liens securing the Priority Obligations are subordinated to or pari passu with the Liens securing such DIP Financing, the Non-Priority Agent will subordinate its Liens in the Priority Agent’s Priority Collateral to (x) the Liens securing such DIP Financing (and all Claims relating thereto), (y) any adequate protection Liens provided to the Priority Lenders and (z) any “carve-out” for professional or United States Trustee fees agreed to by the Priority Agent; and (B) agrees that notice received five (5) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice; provided that the foregoing shall not prohibit the Non-Priority Agent or the Non-Priority Lenders from objecting solely to any provisions in any agreement regarding the use of cash collateral or any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash; provided further, the maximum amount of indebtedness that may be outstanding from time to time in connection with any DIP Financing to be provided by or with the consent of CNB in respect of its Priority Collateral, together with the principal amount of the CNB Claim outstanding at such time (after giving effect to the application of the proceeds of any DIP Financing to refinance all or any portion of the CNB Claim) shall not exceed an amount equal to the CNB Cap at such time. (c) Each Agent, on behalf of itself and the Lenders for whom it acts as Agent, agrees that it will raise no objection to or oppose a sale or other disposition of any Collateral which does not constitute its Priority Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Priority Agent has consented to such sale or disposition of such assets so long as the interests of the such Agent and the Lenders for whom it acts as Agent in such Collateral attach to the proceeds thereof, subject to the terms of this Agreement. If requested by the Priority Agent in connection therewith, the Non-Priority Agent shall affirmatively consent to such a sale or disposition. (d) Each Agent, on behalf of itself and the Lenders for whom it acts as Agent, agrees that none of them shall (i) seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of any Collateral which does not constitute its Priority Collateral, without the prior written consent of the Priority Agent, or (ii) oppose any request by the Priority Agent or any Priority Lender to seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of their respective Priority Collateral. (e) Each Agent, on behalf of itself and the Lenders for whom it acts as Agent: (i) may seek adequate protection of its interest in its respective Priority Collateral and the other Agent, on behalf of itself and the Lenders for whom it acts as Agent, agrees that none of them shall contest (or support any other person contesting) (i) any such request for adequate protection by the Priority Agent or (ii) any objection by the Priority Agent or the Priority Lenders to any motion, relief, action or proceeding based on the Priority Agent or the Priority Lenders claiming a lack of adequate protection of their interests in their respective Priority Collateral; (ii) acknowledges and agrees that any superpriority administrative expense claim granted to such Agent or arising under 11 U.S.C. § 507(b) as adequate protection of its interest in its respective Priority Collateral shall be pari passu with any superpriority administrative expense claim granted to the other Agent as adequate protection of its interest in its respective Priority Collateral; (iii) may seek adequate protection of its junior interest in Collateral, subject to the provisions of this Agreement, only if (A) the Priority Agent is granted adequate protection in the form of a replacement Lien on post-petition collateral of the same type as the Priority Collateral, and (B) such additional adequate protection requested by such Agent is in the form of a replacement Lien on such post-petition collateral of the same type as the Priority Collateral, which Lien, if granted, will be subordinated to the adequate protection Liens granted in favor of the Priority Agent on such post-petition collateral and the Liens securing any DIP Financing (and all Obligations relating thereto) secured by such Priority Collateral on the same basis as the Liens of the Non-Priority Agent on such Priority Collateral are subordinated to the Liens of the Priority Agent on such Priority Collateral under this Agreement; (iv) agrees that, in the event an Agent, on behalf of itself or any of the Lenders for whom it acts as Agent, seeks or requests (or is otherwise granted) adequate protection of its junior interest in Collateral in the form of a replacement Lien on additional collateral in any form, then such Agent, on behalf of itself and the Lenders for whom it acts as Agent, the Priority Agent shall also be granted a replacement Lien on such additional collateral as adequate protection of its senior interest in Collateral and that such Agent’s replacement Lien shall be subordinated to the replacement Lien of the Priority Agent; (v) agrees that, if any Agent or Lender receives as adequate protection a Lien on post-petition assets of the same type as its pre-petition Priority Collateral, then such post-petition assets shall also constitute Priority Collateral of such Person to the extent of any allowed claim secured by such adequate protection Lien; (vi) may seek and receive additional adequate protection of its junior interest in Collateral, subject to the provisions of this Agreement, in the form of a superpriority administrative expense claim, including a claim arising under 11 U.S.C. § 507(b), which superpriority administrative expense claim shall be junior in all respects to any superpriority administrative expense claim granted to the Priority Lenders with respect to such Collateral; and (vii) agrees that, in the event an Agent, on behalf of itself and the Lenders for whom it acts as Agent, seeks or receives protection of its junior interest in Collateral and is granted a superpriority administrative expense claim, including a claim arising under 11 U.S.C. § 507(b), that the Priority Lenders shall receive a superpriority administrative expense claim which shall be senior in all respects to the superpriority administrative expense claim granted to such Agent with respect to such Collateral. (f) Neither Agent, nor any of the Lenders for which they act as Agent, shall oppose or seek to challenge (a) any claim by the Priority Agent or any Priority Lender for allowance in any Insolvency or Liquidation Proceeding of Obligations consisting of post-petition interest, fees, costs, charges or expenses to the extent of the value of the Lien of the Priority Agent in such Priority Agent’s Priority Collateral, without regard to the existence of the Lien of the other Agent in such Collateral, or (b) any claim by the Non-Priority Agent or any Non-Priority Lender for allowance in any Insolvency or Liquidation Proceeding of Obligations consisting of post-petition interest, fees, costs, charges or expenses to the extent of the value of the lien of the Non-Priority Agent in such Collateral.

Insolvency Events. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of any Collateral Claims, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral Claims, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower’s business, or upon the sale of all or any substantial part of Borrower’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims shall be distributed pursuant to the provisions of Section 10.2 of this Agreement; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s Claim, and shall use its best efforts to cause said claim or claims to be approved; (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do so, any other Lender may in the name of the first Lender, or otherwise, prove up any and all Collateral Claims of the first Lender relating to the first Lender’s Claim; and (d) in the event that, notwithstanding the foregoing, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a LenderXxxxxx’s Collateral Claims, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s Collateral Claims.

Insolvency Events. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower Company or the proceeds thereof to the creditors of BorrowerCompany, or the readjustment of any Collateral of the Claims, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral Claims, or the application of the property of Borrower Company to the payment or liquidation thereof, or upon the dissolution or other winding up of BorrowerCompany’s business, or upon the sale of all or any substantial part of BorrowerCompany’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the LendersSecurities Holders’ Collateral Claims shall be distributed pursuant to the provisions of Section 10.2 of this AgreementSections 2.1, 4.3 and 4.4 hereof; (b) each Lender Security Holder shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s Security Holders’ Claim, and shall use its best efforts to cause said claim or claims to be approved; and (c) each of the Lenders Security Holders hereby irrevocably agrees that, to the extent that it fails timely to do soso (a “Non-filing Security Holder”), at least twenty (20) days before the deadline for such filing, any other Lender Security Holder may in the name of the first LenderNon-filing Security Holder, or otherwise, file and prove up any and all Collateral Claims claims of the first Lender Non-filing Security Holder relating to the first Lender’s Non-filing Security Holders Claim; and (d) in each of the event thatSecurity Holders hereby irrevocably agrees that it shall not assert or otherwise approve, notwithstanding without the foregoingprior written consent of the other Security Holders, any payment claim, motion, objection or distribution of any kind or character (other than any payment received by SVB argument in respect of Bank Services) the Collateral in respect connection with any Insolvency Proceeding which could otherwise be asserted or raised in connection with such Insolvency Proceeding, that is otherwise inconsistent with the terms of a Lender’s Collateral Claims, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s Collateral Claimsthis Agreement.

Insolvency Events. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of any Collateral of the Claims, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral Claims, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower’s business, or upon the sale of all or any substantial part of Borrower’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims shall be distributed pursuant ratably among the Lenders, subject to the provisions of Section 10.2 of this AgreementSections [2.2, 4.2, 4.3 and 4.4] hereof; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s Claim, and shall use its best efforts to cause said claim or claims to be approved; (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do soso (a “non-filing Lender”), at least 20 days before the deadline for such filing, any other Lender may in the name of the first non-filing Lender, or otherwise, file and prove up any and all Collateral Claims claims of the first non-filing Lender relating to the first non-filing Lender’s Claim; and (d) in the event that, notwithstanding the foregoing, but subject to the provisions of Sections [2.2, 4.2, 4.3 and 4.4] hereof, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a Lender’s Collateral Claimscharacter, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender Lenders for application to the payments of amounts due on the other Lender’s Collateral Claims.

Insolvency Events. In the event of any distribution, division, or ----------------- application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of any Collateral Claimsthe Partnership Claim and the Comdisco Claim, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral ClaimsPartnership Claim or the Comdisco Claim, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower’s 's business, or upon the sale of all or any substantial part of Borrower’s 's property (any of the foregoing being hereinafter referred to as an “"Insolvency Event”"), then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims ' claims shall be distributed pursuant to ratably between the provisions of Section 10.2 of this AgreementLenders; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s 's Claim, and shall use its best efforts to cause said claim or claims to be approved; (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do so, any the other Lender may in the name of the first Lender, or otherwise, prove up any and all Collateral Claims claims of the first Lender relating to the first Lender’s lender's Claim; and (d) in the event that, notwithstanding the foregoing, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a Lender’s Collateral Claimscharacter, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s 's ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s Collateral Claims's Claim.

Insolvency Events. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of any Collateral of the Claims, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of any of the Collateral Claims, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower’s 's business, or upon the sale of all or any substantial part of Borrower’s property (any of the foregoing being hereinafter referred to as an “Insolvency Event”)'s property, then, and in any such event, and subject to any subordination arrangements to which the Lenders may be subject, (a) all payments and distributions of any kind or character, whether in cash or property or securities in respect of the Lenders’ Collateral Claims ' claims shall be distributed pursuant to ratably among the provisions of Section 10.2 of this AgreementLenders; (b) each Lender shall promptly file a claim or claims, on the form required in such proceeding, for the full outstanding amount of such Lender’s 's Claim, and shall use its best efforts to cause said claim or claims to be approved; (c) each of the Lenders hereby irrevocably agrees that, to the extent that it fails timely to do soso (a "non-filing Lender"), any other Lender may in the name of the first non-filing Lender, or otherwise, file and prove up any and all Collateral Claims claims of the first non-filing Lender relating to the first non-filing Lender’s 's Claim; and (d) in the event that, notwithstanding the foregoing, any payment or distribution of any kind or character (other than any payment received by SVB in respect of Bank Services) in respect of a Lender’s Collateral Claimscharacter, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s 's ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender Lenders for application to the payments of amounts due on the other Lender’s Collateral Lenders' Claims.