Common use of Provisions in the Event of Insolvency Proceedings Clause in Contracts

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex I, upon the commencement of a case under the Bankruptcy Code by or against any Pledgor: (a) The Security Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Creditor agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of any provisions contained in the Security Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted pursuant to the Security Documents with respect to the TL Obligations, or (3) the relative rights and duties of the holders of the TL Obligations and the Intermediate Holdco Obligations granted and/or established in Pledge Agreement with respect to such Liens, mortgages, assignments, and security interests. (c) So long as any TL Obligations are outstanding, without the express written consent of the Required Secured Creditors, none of the Intermediate Holdco Creditors shall (i) with respect to any rights under any Secured Debt Agreement or applicable law, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Obligations, to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Creditors if the TL Creditors are satisfied with the adequate protection afforded to the TL Creditors and (B) the Intermediate Holdco Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the Pledge Agreement), (ii) oppose or object to any TL Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code, (iii) oppose or object to the use of cash collateral by a Pledgor, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured Creditors, (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor under Sections 363(b) or 363(f) of the Bankruptcy Code, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL Creditors under the Security Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and established, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL Creditors or the value of any claims of TL Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses under Sections 506(b) and 506(c) of the Bankruptcy Code. (d) In the event that any of the TL Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I shall be fully applicable thereto until all such TL Obligations are again paid in full in cash.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex IAgreement, upon the commencement of a case under the Bankruptcy Code by or against any PledgorUS Credit Party: (a) The This Agreement and the Security Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor US Credit Party shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Junior First Lien Creditor agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of this Agreement or any provisions contained in of the Security Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted and/or established pursuant to this Agreement or the Security Documents with respect to the TL Senior First Lien Obligations, or (3) the relative rights rights, benefits, privileges and duties of the holders of the TL Senior First Lien Obligations and the Intermediate Holdco Junior First Lien Obligations granted and/or established in Pledge this Agreement or any Security Document with respect to such Liens, mortgages, assignments, assignments and security interests. (c) So long as any TL Senior First Lien Obligations are outstanding, without the express written consent of the Required Secured First Lien Creditors, none of the Intermediate Holdco Junior First Lien Creditors (or their representative) shall (i) with respect to any rights under any Secured Debt Agreement or applicable lawAgreement, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Obligations, to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL Senior First Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Junior First Lien Creditors if the TL Senior First Lien Creditors are satisfied with the adequate protection afforded to the TL Creditors and (B) the Intermediate Holdco Senior First Lien Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the Pledge Agreement), (ii) oppose or object to any TL Senior First Lien Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy CodeCode on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (iii) oppose or object to the use of cash collateral by a PledgorUS Credit Party on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL Senior First Lien Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured CreditorsFirst Lien Creditors on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor US Credit Party under Sections Section 363(b) or 363(f(f) of the Bankruptcy Code, provided that the interest, if any, which the Junior First Lien Creditors have in the assets shall attach to the proceeds of such disposition, on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL Senior First Lien Creditors under this Agreement and the Security Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and establishedestablished on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL Senior First Lien Creditors or the value of any claims of TL Senior First Lien Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses as provided under Sections 506(b) and 506(c(c) of the Bankruptcy Code. (d) In The Senior First Lien Obligations owed to each Senior First Lien Creditor under the event Security Documents shall continue to be effective, or to be reinstated, as the case may be, as to any payment in respect of any Senior First Lien Obligation that any is rescinded or must otherwise be returned by the holder of such Senior First Lien Obligation upon the occurrence or as a result of applicable provisions of the TL Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I shall be fully applicable thereto until all as though such TL Obligations are again paid in full in cashpayment had not been made.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex ID, upon the commencement of a case under the Bankruptcy Code by or against any PledgorAssignor: (a) The Security Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor Assignor shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Senior Second Lien Notes Creditor agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of any provisions contained in of the Security Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted pursuant to the Security Documents with respect to the TL First Lien Obligations, or (3) the relative rights and duties of the holders of the TL First Lien Obligations and the Intermediate Holdco Senior Second Lien Notes Obligations granted and/or established in Pledge Agreement any Security Document with respect to such Liens, mortgages, assignments, and security interests. (c) So long as any TL First Lien Obligations are outstanding, without the express written consent of the Required Secured Creditors, none of the Intermediate Holdco Senior Second Lien Notes Creditors shall (i) with respect to any rights under any Secured Debt Agreement or applicable law, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Senior Second Lien Notes Obligations, to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL Bank Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Senior Second Lien Notes Creditors if the TL Bank Creditors are satisfied with the adequate protection afforded to the TL Bank Creditors and (B) the Intermediate Holdco Senior Second Lien Notes Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions Section set forth in Section 9 7.5 of the Pledge Security Agreement), (ii) oppose or object to any TL Bank Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code, (iii) oppose or object to the use of cash collateral by a Pledgoran Assignor, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL Bank Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured Creditors, (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor Assignor under Sections Section 363(b) or 363(f(f) of the Bankruptcy Code, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL Bank Creditors under the Security Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and established, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL Bank Creditors or the value of any claims of TL Bank Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses under Sections 506(b) and 506(c(c) of the Bankruptcy Code. (d) In the event that any of the TL First Lien Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL First Lien Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I D shall be fully applicable thereto until all such TL First Lien Obligations are again paid in full in cash.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex IAgreement, upon the commencement of a case under the Bankruptcy Code by or against any PledgorCredit Party: (a) The Security Collateral Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor Credit Party shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Second Lien Creditor (x) agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of any provisions contained in of the Security Collateral Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted pursuant to the Security Collateral Documents with respect to the TL First Lien Obligations, or (3) the relative rights and duties of the holders of the TL First Lien Obligations and the Intermediate Holdco Second Lien Obligations granted and/or established in Pledge this Agreement and in any Collateral Document with respect to such Liens, mortgages, assignments, and security interests, and (y) acknowledges that the First Lien Obligations include post-petition interest at the rate provided for in the respective Secured Debt Agreements, whether or not a claim for post-petition interest in allowed in any such case. (c) So long as any TL First Lien Obligations are outstanding, without the express written consent of the Required Secured CreditorsLenders (or all of the Lenders if required by Section 11.10 of the Credit Agreement) (or, after all Credit Document Obligations have been repaid in full in cash in accordance with the terms thereof, all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent and the Total Commitment has been terminated, the holders of a majority of the Interest Rate Obligations), none of the Intermediate Holdco Second Lien Creditors (or their representative) shall (i) with respect to any rights under any Secured Debt Agreement or applicable lawAgreement, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Second Lien Obligations, to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL First Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Second Lien Creditors if the TL First Lien Creditors are satisfied with the adequate protection afforded to the TL Creditors and (B) the Intermediate Holdco First Lien Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the Pledge Agreement), (ii) oppose or object to any TL First Lien Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code, (iii) oppose or object to the use of cash collateral by a Pledgoran Assignor, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL First Lien Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured CreditorsLenders (or, after all Credit Document Obligations have been repaid in full in cash in accordance with the terms thereof and the Total Commitment and all Letters of Credit have been terminated, the holders of a majority of the Interest Rate Obligations), (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor Assignor under Sections Section 363(b) or 363(f(f) of the Bankruptcy Code, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL First Lien Creditors and the Second Lien Creditors under this Agreement and the Security Collateral Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and established, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL First Lien Creditors or the value of any claims of TL First Lien Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses as provided under Sections 506(b) and 506(c(c) of the Bankruptcy Code; provided that the Second Lien Creditors (or their representative) may file a proof of claim or statement of interest with respect to the Second Lien Obligations. (d) In The First Lien Obligations owed to each First Lien Creditor under the event Collateral Documents shall continue to be effective, or to be reinstated, as the case may be, as to any payment in respect of any First Lien Obligation that any is rescinded or must otherwise be returned by the holder of such First Lien Obligation upon the occurrence or as a result of applicable provisions of the TL Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I shall be fully applicable thereto until all as though such TL Obligations are again paid in full in cashpayment had not been made.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex I1, upon the commencement of a case under the Bankruptcy Code by or against any PledgorGrantor: (a) The Security Documents Agreement shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor Grantor shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Creditor Secured Party agrees not to take any action or vote in any way inconsistent with this Agreement so as to contest (1) the validity or enforceability of any provisions contained in of the Security Documents relating to the Intermediate Holdco Collateral or any of the Secured Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted pursuant to the Security Documents with respect to the TL Secured Obligations, or (3) the relative rights and duties of the holders of the TL First Priority Secured Obligations and the Intermediate Holdco Second Priority Secured Obligations granted and/or established in Pledge the Security Agreement with respect to such Liens, mortgages, assignments, and security interests. (c) So long as any TL Prior to the First Priority Secured Obligations are outstandingTermination Date, without the express written consent of the Required Applicable Secured CreditorsParties, none of the Intermediate Holdco Creditors Second Priority Secured Parties shall (i) with respect to any rights under any Secured Debt Agreement Document or applicable law, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Second Priority Secured Obligations, to the extent that their receipt of if the First Priority Secured Parties (or any such subset thereof) are granted adequate protection would not reduce (in the form of additional collateral in connection with any debtor-in-possession financing, then the Second Priority Secured Parties may seek or would not have the effect of reducing) or adversely affect the request adequate protection that in the TL Creditors otherwise would form of a Lien on such additional collateral, which Lien will be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded subordinated to the Intermediate Holdco Creditors if Liens securing the TL Creditors First Priority Secured Obligations and such debtor-in-possession financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Priority Secured Obligations are satisfied with the adequate protection afforded so subordinated to the TL Creditors and (B) the Intermediate Holdco Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the Pledge First Priority Secured Obligations under this Agreement), (ii) oppose or object to any TL Creditor First Priority Secured Party obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code, (iii) oppose or object to the use of cash collateral by a PledgorGrantor, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL Creditors First Priority Secured Parties or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basisand if the Lien securing the First Priority Secured Obligations is made junior to such post-petition financing, the Lien securing the Second Priority Secured Obligations shall also be junior to such post-petition financing) on terms acceptable to the Required Applicable Secured CreditorsParties, (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor Grantor under Sections Section 363(b) or 363(f(f) of the Bankruptcy Code, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL Creditors First Priority Secured Parties under the Security Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and establishedAgreement, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL Creditors First Priority Secured Parties or the value of any claims of TL Creditors the First Priority Secured Parties under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses under Sections 506(b) and 506(c(c) of the Bankruptcy Code. (d) In the event that any of the TL First Priority Secured Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL First Priority Secured Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I 1 shall be fully applicable thereto until all such TL First Priority Secured Obligations are again paid in full in cash.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex I, upon the commencement of a case under the Bankruptcy Code by or against any PledgorAssignor: (a) The Security Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor Assignor shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Second Lien Creditor agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of any provisions contained in of the Security Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted pursuant to the Security Documents with respect to the TL First Lien Obligations, or (3) the relative rights and duties of the holders of the TL First Lien Obligations, the 2003 Senior Secured Notes Obligations and the Intermediate Holdco 2003 Senior Secured Note Refinancing Obligations (as applicable) granted and/or established in Pledge Agreement any Security Document with respect to such Liens, mortgages, assignments, and security interests. (c) So long as any TL First Lien Obligations are outstanding, without the express written consent of the Required Secured CreditorsLenders (or, after all Credit Document Obligations have been repaid in full in cash in accordance with the terms thereof and the Total Commitment and all Letters of Credit have been terminated, the holders of a majority of the Other Obligations), none of the Intermediate Holdco Second Lien Creditors shall (i) with respect to any rights under any Secured Debt Agreement or applicable lawAgreement, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Second Lien Obligations, to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL First Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Second Lien Creditors if the TL First Lien Creditors are satisfied with the adequate protection afforded to the TL Creditors and (B) the Intermediate Holdco First Lien Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the Pledge Agreement), (ii) oppose or object to any TL First Lien Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code, (iii) oppose or object to the use of cash collateral by a Pledgoran Assignor, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL First Lien Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured CreditorsLenders (or, after all Credit Document Obligations have been repaid in full in cash in accordance with the terms thereof and the Total Commitment and all Letters of Credit have been terminated, the holders of a majority of the Other Obligations), (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor Assignor under Sections Section 363(b) or 363(f(f) of the Bankruptcy Code, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL First Lien Creditors under the Security Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and established, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL First Lien Creditors or the value of any claims of TL First Lien Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses as provided under Sections 506(b) and 506(c(c) of the Bankruptcy Code. (d) In the event that any of the TL First Lien Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL First Lien Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I shall be fully applicable thereto until all such TL First Lien Obligations are again paid in full in cash.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex IL, upon the commencement of a case under the Bankruptcy Code by or against any PledgorAssignor: (a) The Security Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor Assignor shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Second Lien Creditor (x) agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of any provisions contained in of the Security Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted pursuant to the Security Documents with respect to the TL First Lien Obligations, or (3) the relative rights and duties of the holders of the TL First Lien Obligations and the Intermediate Holdco Second Lien Obligations granted and/or established in Pledge Agreement any Security Document with respect to such Liens, mortgages, assignments, assignments and security interests, and (y) acknowledges that the First Lien Obligations include post-petition interest at the rate provided for in the respective Secured Debt Agreements, whether or not a claim for post-petition interest in allowed in any such case. (c) So long as any TL First Lien Obligations are outstanding, without the express written consent of the Required Secured Creditors, none of the Intermediate Holdco Second Lien Creditors (or their representative) shall (i) with respect to any rights under any Secured Debt Agreement or applicable law, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Obligations, except to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL First Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Second Lien Creditors if the TL First Lien Creditors are satisfied with the adequate protection afforded to the TL Creditors and (B) the Intermediate Holdco First Lien Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the Pledge Agreement), (ii) oppose or object to any TL First Lien Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy CodeCode on the basis that the Second Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (iii) oppose or object to the use of cash collateral by a Pledgoran Assignor on the basis that the Second Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL First Lien Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured CreditorsCreditors on the basis that the Second Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor Assignor under Sections Section 363(b) or 363(f(f) of the Bankruptcy Code, provided that the interest, if any, which the Second Lien Creditors have in the assets shall attach to the proceeds of such disposition on the basis that the Second Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL First Lien Creditors under the Security Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and establishedestablished on the basis that the Second Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL First Lien Creditors or the value of any claims of TL First Lien Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses as provided under Sections 506(b) and 506(c(c) of the Bankruptcy Code. (d) In The First Lien Obligations owed to each First Lien Creditor under the event Security Documents shall continue to be effective, or to be reinstated, as the case may be, as to any payment in respect of any First Lien Obligation that any is rescinded or must otherwise be returned by the holder of such First Lien Obligation upon the occurrence or as a result of applicable provisions of the TL Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I shall be fully applicable thereto until all as though such TL Obligations are again paid in full in cashpayment had not been made.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex I, upon the commencement of a case under the Bankruptcy Code by or against any Pledgor: (a) The Security Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Creditor agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of any provisions contained in the Security Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted pursuant to the Security Documents with respect to the TL Obligations, or (3) the relative rights and duties of the holders of the TL Obligations and the Intermediate Holdco Obligations granted and/or established in U.S. Pledge Agreement with respect to such Liens, mortgages, assignments, and security interests. (c) So long as any TL Obligations are outstanding, without the express written consent of the Required Secured Creditors, none of the Intermediate Holdco Creditors shall (i) with respect to any rights under any Secured Debt Agreement or applicable law, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Obligations, to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Creditors if the TL Creditors are satisfied with the adequate protection afforded to the TL Creditors and (B) the Intermediate Holdco Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the U.S. Pledge Agreement), (ii) oppose or object to any TL Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code, (iii) oppose or object to the use of cash collateral by a Pledgor, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured Creditors, (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor under Sections 363(b) or 363(f) of the Bankruptcy Code, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL Creditors under the Security Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and established, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL Creditors or the value of any claims of TL Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses under Sections 506(b) and 506(c) of the Bankruptcy Code. (d) In the event that any of the TL Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I shall be fully applicable thereto until all such TL Obligations are again paid in full in cash.

Provisions in the Event of Insolvency Proceedings. Without limiting the other provisions of this Annex IAgreement, upon the commencement of a case under the Bankruptcy Code by or against any PledgorU.S. Credit Party: (a) The Security This Agreement and the Collateral Documents shall remain in full force and effect and enforceable pursuant to their respective terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Pledgor U.S. Credit Party shall be deemed to apply to such entity as debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (b) In any such case under the Bankruptcy Code, each Intermediate Holdco Junior First Lien Creditor agrees not to take any action or vote in any way so as to contest (1) the validity or enforceability of this Agreement or any provisions contained in of the Security Senior First Lien Collateral Documents relating to the Intermediate Holdco Collateral or any of the Obligations thereunder, (2) the validity, priority or enforceability of the Liens, mortgages, assignments and security interests on, of, and in the Intermediate Holdco Collateral granted and/or established pursuant to this Agreement or the Security Collateral Documents with respect to the TL Senior First Lien Obligations, or (3) the relative rights rights, benefits, privileges and duties of the holders of the TL Senior First Lien Obligations and the Intermediate Holdco Junior First Lien Obligations granted and/or established in Pledge this Agreement or any Collateral Document with respect to such Liens, mortgages, assignments, assignments and security interests. (c) So long as any TL Senior First Lien Obligations are outstanding, without the express written consent of the Required Secured First Lien Creditors, none of the Intermediate Holdco Junior First Lien Creditors (or their representative) shall (i) with respect to any rights under any Secured Debt Agreement or applicable lawAgreement, seek in respect of any part of the Intermediate Holdco Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto except, with respect to the Intermediate Holdco Credit Document Obligations, to the extent that their receipt of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the TL Senior First Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) any such adequate protection shall only be afforded to the Intermediate Holdco Junior First Lien Creditors if the TL Senior First Lien Creditors are satisfied with the adequate protection afforded to the TL Creditors and (B) the Intermediate Holdco Senior First Lien Creditors’ receipt of any such adequate protection shall be subject to the application of proceeds provisions set forth in Section 9 of the Pledge Agreement), (ii) oppose or object to any TL Senior First Lien Creditor obtaining a Lien or grant of administrative claim in connection with a grant of adequate protection, use of cash collateral or post-petition financing under Section 362, 363 or 364 of the Bankruptcy CodeCode on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (iii) oppose or object to the use of cash collateral by a PledgorU.S. Credit Party on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (iv) oppose or object to any post-petition financing (including any debtor-in-possession financing) provided by any of the TL Senior First Lien Creditors or provided by a third party pursuant to Section 364 of the Bankruptcy Code (including on a priming basis) on terms acceptable to the Required Secured CreditorsFirst Lien Creditors on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (v) oppose or object to or withhold consent from the disposition of assets by any Pledgor U.S. Credit Party under Sections Section 363(b) or 363(f(f) of the Bankruptcy Code, provided that the interest, if any, which the Junior First Lien Creditors have in the assets shall attach to the proceeds of such disposition, on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (vi) oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the TL Senior First Lien Creditors under this Agreement and the Security Collateral Documents under which the Liens, mortgages, assignments and security interests and the priority thereof are granted and establishedestablished on the basis that the Junior First Lien Creditors are not receiving any adequate protection or are not receiving satisfactory adequate protection, (vii) make an election pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or object to the determination of the extent of any Liens held by any of the TL Senior First Lien Creditors or the value of any claims of TL Senior First Lien Creditors under Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the payment of interest and expenses as provided under Sections 506(b) and 506(c(c) of the Bankruptcy Code. (d) In The Senior First Lien Obligations owed to each Senior First Lien Creditor under the event Secured Debt Agreements shall continue to be effective, or to be reinstated, as the case may be, as to any payment in respect of any Senior First Lien Obligation that any is rescinded or must otherwise be returned by the holder of such Senior First Lien Obligation upon the occurrence or as a result of applicable provisions of the TL Obligations shall be paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under Title 11 of the United Stated Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), formerly paid or satisfied TL Obligations become unpaid or unsatisfied, the terms and conditions of this Annex I shall be fully applicable thereto until all as though such TL Obligations are again paid in full in cashpayment had not been made.