Common use of Proof of Claims Clause in Contracts

Proof of Claims. The Lenders hereby agree that after the occurrence of an Event of Default pursuant to Section 7.1(f), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Lenders, the Administrative Agent (irrespective of whether the principal of the Loans or any other Obligation shall be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent, shall have made any demand on the Lenders) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent, and their agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceeding; (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the compensation, expenses, disbursements and advances of the Administrative Agent and their agents and counsel, and any other amounts due the Administrative Agent. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 10.8 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date, and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Obligations.

Proof of Claims. The Lenders hereby agree that after the occurrence of an Event of Default pursuant to Section 7.1(f), in In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, composition or other judicial proceeding relative to the LendersBorrower or any Guarantor, the Administrative Agent (irrespective of whether the principal of the any Loans or any other Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent, Agent shall have made any demand on the LendersBorrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:: LOAN AGREEMENT – PAGE 58 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans Loans, and any all other Obligations obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, Lenders and the Administrative Agent, Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent) hereunder allowed in such judicial proceeding;proceedings; and (b) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and their its agents and counsel, and any other amounts due the Administrative AgentAgent hereunder. Nothing contained herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations Loans or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 10.8 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date, and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Obligations.

Proof of Claims. The Lenders hereby agree that after the occurrence of an Event of Default pursuant to Section 7.1(f), 9.01(e) or (f) in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Lenders, the Administrative Agent (irrespective of whether the principal amount of the Loans or any other Obligation shall be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent, Agent shall have made any demand on the Lenders) shall be entitled and empowered, by intervention in such proceeding or otherwise: : (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent, and their agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceeding; ; (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and (c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the compensation, expenses, disbursements and advances of the Administrative Agent and their agents and counsel, and any other amounts due the Administrative to Agent. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 10.8 10.17 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date, date and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s 's outstanding Obligations.

Proof of Claims. The Lenders hereby agree that after Upon the occurrence of an Event of Default pursuant to Section 7.1(f), in case of and during the pendency continuance of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Lenders, the Administrative Agent (irrespective of whether the principal of the Loans or any other Obligation shall be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent, shall have made any demand on the Lenders) shall be entitled and empowered, by intervention in such proceeding or otherwiseInsolvency Event: (a) Subordinated Noteholder irrevocably authorizes and empowers Senior Creditors (A) to demand, sue for, collect and receive for and on behalf of Subordinated Notehoxxxr every Payment or Distribution on account of the Subordinated Obligations payable or deliverable in connection with such Insolvency Event and give acquittance therefor, and (B) if proper proof of claim and other pleadings and motions are not filed by Subordinated Noteholder at least 30 days prior to the bar date for such filings, to file claims and prove a proofs of claim for in any statutory or non-statutory proceeding against the whole amount of principal and interest owing and unpaid in respect Credit Parties on account of the Loans and any other Subordinated Obligations that are owing and unpaid and to file vote such proofs of claim in any such proceeding and take such other papers actions, in its own name as Senior Creditors, or documents in the name of Subordinated Noteholder or otherwise, as Senior Creditors may be deem necessary or advisable in order to have for the claims enforcement of the Lenders provisions of this Agreement; provided, however, that the foregoing authorization and the Administrative Agent (including empowerment imposes no obligation on Senior Creditors to take any such action and that, in voting such proofs of claim for the reasonable compensationin any such proceeding, expenses, disbursements Senior Creditors may act in a manner consistent with their own interests and advances of the Lenders, the Administrative Agent, and their agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceedingshall have no duty to take any action to optimize or maximize Subordinated Noteholder's recovery with respect to its claim; (b) Subordinated Noteholder shall take such action, duly and promptly, as Senior Agent may request from time to time (A) to demand, sue for, collect and receive the Subordinated Obligations for the accxxxt of Senior Creditors and (B) to file appropriate proofs of claim and other pleadings and motions in respect of the Subordinated Obligations; and (c) Subordinated Noteholder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Senior Agent may request to enable Senior Creditors to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any moneys or other property and all payments and distributions which may be payable or deliverable on at any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator time upon or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the compensation, expenses, disbursements and advances of the Administrative Agent and their agents and counsel, and any other amounts due the Administrative Agent. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 10.8 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date, and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Subordinated Obligations.

Proof of Claims. The Lenders hereby agree that after Upon the occurrence of an Event of Default pursuant to Section 7.1(f), in case of and during the pendency continuance of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Lenders, the Administrative Agent (irrespective of whether the principal of the Loans or any other Obligation shall be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent, shall have made any demand on the Lenders) shall be entitled and empowered, by intervention in such proceeding or otherwise--------------- Insolvency Event: (a) Subordinated Noteholder irrevocably authorizes and empowers Senior Creditor (A) to demand, xxx for, collect and receive for and on behalf of Subordinated Noteholder every Payment or Distribution on account of the Subordinated Obligations payable or deliverable in connection with such Insolvency Event and give acquittance therefor, and (B) if proper proof of claim and other pleadings and motions are not filed by Subordinated Noteholder at least 30 days prior to the bar date for such filings, to file claims and prove a proofs of claim for in any statutory or non-statutory proceeding against the whole amount of principal and interest owing and unpaid in respect Credit Parties on account of the Loans and any other Subordinated Obligations that are owing and unpaid and to file vote such proofs of claim in any such proceeding and take such other papers actions, in its own name as Senior Creditor, or documents in the name of Subordinated Noteholder or otherwise, as Senior Creditor may be deem necessary or advisable in order to have for the claims enforcement of the Lenders provisions of this Agreement; provided, however, that the foregoing authorization and the Administrative Agent (including -------- ------- empowerment imposes no obligation on Senior Creditor to take any such action and that, in voting such proofs of claim for the reasonable compensationin any such proceeding, expenses, disbursements Senior Creditor may act in a manner consistent with their own interests and advances of the Lenders, the Administrative Agent, and their agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceedingshall have no duty to take any action to optimize or maximize Subordinated Noteholder's recovery with respect to its claim; (b) Subordinated Noteholder shall take such action, duly and promptly, as Senior Creditor may request from time to time (A) to demand, xxx for, collect and receive the Subordinated Obligations for the account of Senior Creditor and (B) to file appropriate proofs of claim and other pleadings and motions in respect of the Subordinated Obligations; and (c) Subordinated Noteholder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Senior Creditor may request to enable Senior Creditor to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any moneys or other property and all payments and distributions which may be payable or deliverable on at any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator time upon or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the compensation, expenses, disbursements and advances of the Administrative Agent and their agents and counsel, and any other amounts due the Administrative Agent. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 10.8 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date, and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Subordinated Obligations.

Proof of Claims. The Lenders hereby agree that after the occurrence of an Event of Default pursuant to Section 7.1(f), 8.1(g) in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Lenders, the Administrative Agent (irrespective of whether the principal of the Loans or any other Obligation Term Loan shall be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent, Agent shall have made any demand on the Lenders) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Term Loans and any other Borrower Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent, and their agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceeding; (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and (c) and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the compensation, expenses, disbursements and advances of the Administrative Agent and their agents and counsel, and any other amounts due the Administrative to Agent. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Borrower Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 10.8 9.10 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date, date and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Obligations.

Proof of Claims. The Lenders hereby agree that after the occurrence of an Event of Default pursuant to Section 7.1(f), 9.01(e) or (f) in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Lenders, the Administrative Agent (irrespective of whether the principal amount of the Loans or any other Obligation shall be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent, Agent shall have made any demand on the Lenders) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent, and their agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceeding; (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and and (c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the compensation, expenses, disbursements and advances of the Administrative Agent and their agents and counsel, and any other amounts due the Administrative to Agent. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 10.8 10.17 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date, date and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s 's outstanding Obligations.