Common use of Proof of Claim Clause in Contracts

Proof of Claim. (1) If any Holder fails to file a proof of claim or other statement or demand in respect of its Subordinated Claims in such Bankruptcy, Insolvency or Liquidation Proceeding prior to the 30th day preceding any bar date or other deadline for filing a proof of claim or other such statement or demand therein, or if any such proof of claim, statement or demand filed by any Holder prior to such day is in any respect inadequate or insufficient (in the good faith opinion of any holder of Senior Debt), then each holder of Senior Debt shall have the right, but not the obligation, to execute and deliver (in the name of such Holder or in its own name but on behalf of such Holder, as such holder of Senior Debt may elect) and file in such Bankruptcy, Insolvency or Liquidation Proceeding any proof of claim, statement or demand which such holder of Senior Debt may determine to be required or appropriate in respect of such Subordinated Claim. (2) To the extent necessary or reasonably appropriate to permit the holders of Senior Debt to exercise the right granted to them under this Section 6.4(d), each Holder hereby constitutes and appoints each holder of Senior Debt as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement or demand as herein provided, and the power of attorney granted herein (being coupled with an interest) is and shall be in all respects irrevocable. (3) No holder of Senior Debt shall, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4) Each holder of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof to the Company at least 10 days prior to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder of Senior Debt or (ii) destroy, affect or impair the subordination provided hereby or any right, power or benefit hereby granted to any holder of Senior Debt. The Company shall, promptly after its receipt thereof, deliver or mail a copy of such proof of claim, statement or demand to each Holder.

Proof of Claim. In order to be eligible to receive a distribution from the Net Settlement Fund, in the event the Settlement is effected in accordance with the Stipulation, each claimant must take the following actions and be subject to the following conditions: (1a) If The claimant must submit a properly executed Proof of Claim, substantially in the form annexed hereto as Exhibit 2, to the Claims Administrator, at the address indicated in the Notice, postmarked or received no later than one hundred twenty (120) calendar days after the Notice Date. Each Proof of Claim shall be deemed to have been submitted when postmarked (if properly addressed and mailed by first-class or overnight mail, postage prepaid) as long as the Proof of Claim is actually received before the motion for an order of the Court approving distribution of the Net Settlement Fund. Any Proof of Claim submitted in any Holder fails other manner shall be deemed to file have been submitted when it was actually received at the address designated in the Notice. Any Class Member who does not timely submit a proof Proof of claim Claim within the time provided for shall be barred from sharing in the distribution of the Net Settlement Fund, unless otherwise ordered by the Court, but shall remain bound by all determinations and judgments in this Action concerning the Settlement, as provided by paragraph 13 of this Order. Notwithstanding the foregoing, Class Counsel may, at its discretion, accept for processing late Proofs of Claim provided such acceptance does not delay the distribution of the Net Settlement Fund to the Class. (b) The Proof of Claim submitted by each claimant must satisfy the following conditions, unless otherwise allowed by the Stipulation: (i) it must be properly completed, signed, and submitted in a timely manner in accordance with the preceding subparagraph; (ii) it must be accompanied by adequate supporting documentation for the transactions reported in it, in the form of broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or other statement documentation that is deemed adequate by the Claims Administrator or demand Class Counsel; (iii) if the person executing the Proof of Claim is acting in respect a representative capacity, a certification of its Subordinated Claims in such Bankruptcy, Insolvency his or Liquidation Proceeding prior her current authority to the 30th day preceding any bar date or other deadline for filing a proof of claim or other such statement or demand therein, or if any such proof of claim, statement or demand filed by any Holder prior to such day is in any respect inadequate or insufficient (in the good faith opinion of any holder of Senior Debt), then each holder of Senior Debt shall have the right, but not the obligation, to execute and deliver (in the name of such Holder or in its own name but act on behalf of such Holder, as such holder the claimant must be included in the Proof of Senior Debt may electClaim; and (iv) the Proof of Claim must be complete and file contain no material deletions or modifications of any of the printed matter contained in such Bankruptcy, Insolvency or Liquidation Proceeding any proof it and must be signed under penalty of claim, statement or demand which such holder of Senior Debt may determine to be required or appropriate in respect of such Subordinated Claimperjury. (2c) To As part of the extent necessary or reasonably appropriate to permit the holders Proof of Senior Debt to exercise the right granted to them under this Section 6.4(d)Claim, each Holder hereby constitutes and appoints each holder of Senior Debt as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement or demand as herein provided, and the power of attorney granted herein (being coupled with an interest) is and claimant shall be in all respects irrevocable. (3) No holder of Senior Debt shall, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4) Each holder of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof submit to the Company at least 10 days prior jurisdiction of the Court with respect to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder of Senior Debt or (ii) destroy, affect or impair the subordination provided hereby or any right, power or benefit hereby granted to any holder of Senior Debt. The Company shall, promptly after its receipt thereof, deliver or mail a copy of such proof of claim, statement or demand to each Holderclaim submitted.

Proof of Claim. In order to be eligible to receive a distribution from the Net Settlement Fund, in the event the Settlement is effected in accordance with the Stipulation, each claimant must take the following actions and be subject to the following conditions: (1a) If The claimant must submit a properly executed Proof of Claim, substantially in the form annexed hereto as Exhibit 2, to the Claims Administrator, at the address indicated in the Notice, postmarked or received no later than one hundred twenty (120) calendar days after the Notice Date. Each Proof of Claim shall be deemed to have been submitted when postmarked (if properly addressed and mailed by first-class or overnight mail, postage prepaid) as long as the Proof of Claim is actually received before the motion for an order of the Court approving distribution of the Net Settlement Fund. Any Proof of Claim submitted in any Holder fails other manner shall be deemed to file have been submitted when it was actually received at the address designated in the Notice. Any Class Member who does not timely submit a proof Proof of claim Claim within the time provided for shall be barred from sharing in the distribution of the Net Settlement Fund, unless otherwise ordered by the Court, but shall remain bound by all determinations and judgments in this Action concerning the Settlement, as provided by paragraph 15 of this Order. Notwithstanding the foregoing, Class Counsel may, at its discretion, accept for processing late Proofs of Claim provided such acceptance does not delay the distribution of the Net Settlement Fund to the Class. (b) The Proof of Claim submitted by each claimant must satisfy the following conditions, unless otherwise allowed by the Stipulation: (i) it must be properly completed, signed, and submitted in a timely manner in accordance with the preceding subparagraph; (ii) it must be accompanied by adequate supporting documentation for the transactions reported in it, in the form of broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or other statement documentation that is deemed adequate by the Claims Administrator or demand Class Counsel; (iii) if the person executing the Proof of Claim is acting in respect a representative capacity, a certification of its Subordinated Claims in such Bankruptcy, Insolvency his or Liquidation Proceeding prior her current authority to the 30th day preceding any bar date or other deadline for filing a proof of claim or other such statement or demand therein, or if any such proof of claim, statement or demand filed by any Holder prior to such day is in any respect inadequate or insufficient (in the good faith opinion of any holder of Senior Debt), then each holder of Senior Debt shall have the right, but not the obligation, to execute and deliver (in the name of such Holder or in its own name but act on behalf of such Holder, as such holder the claimant must be included in the Proof of Senior Debt may electClaim; and (iv) the Proof of Claim must be complete and file contain no material deletions or modifications of any of the printed matter contained in such Bankruptcy, Insolvency or Liquidation Proceeding any proof it and must be signed under penalty of claim, statement or demand which such holder of Senior Debt may determine to be required or appropriate in respect of such Subordinated Claimperjury. (2c) To As part of the extent necessary or reasonably appropriate to permit the holders Proof of Senior Debt to exercise the right granted to them under this Section 6.4(d)Claim, each Holder hereby constitutes and appoints each holder of Senior Debt as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement or demand as herein provided, and the power of attorney granted herein (being coupled with an interest) is and claimant shall be in all respects irrevocable. (3) No holder of Senior Debt shall, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4) Each holder of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof submit to the Company at least 10 days prior jurisdiction of the Court with respect to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder of Senior Debt or (ii) destroy, affect or impair the subordination provided hereby or any right, power or benefit hereby granted to any holder of Senior Debt. The Company shall, promptly after its receipt thereof, deliver or mail a copy of such proof of claim, statement or demand to each Holderclaim submitted.

Proof of Claim. In order to be eligible to receive a distribution from the Net Settlement Fund, in the event the Settlement is effected in accordance with the terms and conditions set forth in the Stipulation, each Settlement Class Member shall take the following actions and be subject to the following conditions: (1a) If any Holder fails A properly executed Proof of Claim, substantially in the form annexed hereto as Exhibit 2, must be submitted to file a proof the Claims Administrator, at the address indicated in the Settlement Notice, postmarked no later than 120 calendar days after the Notice Date. Such deadline may be further extended by Court order or by Class Counsel in its discretion. Each Proof of claim Claim shall be deemed to have been submitted when postmarked (if properly addressed and mailed by first-class or other statement or demand in respect overnight U.S. mail, postage prepaid) provided such Proof of its Subordinated Claims in such Bankruptcy, Insolvency or Liquidation Proceeding Claim is actually received prior to the 30th day motion for an order of the Court approving distribution of the Net Settlement Fund. Any Proof of Claim submitted in any other manner shall be deemed to have been submitted when it was actually received at the address designated in the Settlement Notice. Any Settlement Class Member who does not timely submit a Proof of Claim within the time provided for shall be barred from sharing in the distribution of the Net Settlement Fund, unless otherwise ordered by the Court, but shall remain bound by all determinations and judgments in this Action concerning the Settlement. (b) The Proof of Claim submitted by each Settlement Class Member must satisfy the following conditions, unless otherwise ordered by the Court: (i) it must be properly completed, signed and submitted in a timely manner in accordance with the provisions of the preceding any bar date or other deadline subparagraph; (ii) it must be accompanied by adequate supporting documentation for filing a proof of claim or other such statement or demand the transactions reported therein, or if any such proof of claim, statement or demand filed by any Holder prior to such day is in any respect inadequate or insufficient (in the good faith opinion form of any holder broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or such other documentation as is deemed adequate by Class Counsel; (iii) if the person executing the Proof of Senior Debt)Claim is acting in a representative capacity, then each holder a certification of Senior Debt shall have the right, but not the obligation, her current authority to execute and deliver (in the name of such Holder or in its own name but act on behalf of such Holder, as such holder the Settlement Class Member must be included in the Proof of Senior Debt may electClaim; and (iv) the Proof of Claim must be complete and file in such Bankruptcy, Insolvency contain no material deletions or Liquidation Proceeding modifications of any proof of claim, statement or demand which such holder the printed matter contained therein and must be signed under penalty of Senior Debt may determine to be required or appropriate in respect of such Subordinated Claimperjury. (2c) To As part of the extent necessary or reasonably appropriate to permit the holders Proof of Senior Debt to exercise the right granted to them under this Section 6.4(d)Claim, each Holder hereby constitutes and appoints each holder of Senior Debt as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement or demand as herein provided, and the power of attorney granted herein (being coupled with an interest) is and Settlement Class Member shall be in all respects irrevocable. (3) No holder of Senior Debt shall, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4) Each holder of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof submit to the Company at least 10 days prior jurisdiction of the Court with respect to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder of Senior Debt or (ii) destroy, affect or impair the subordination provided hereby or any right, power or benefit hereby granted to any holder of Senior Debt. The Company shall, promptly after its receipt thereof, deliver or mail a copy of such proof of claim, statement or demand to each Holderclaim submitted.

Proof of Claim. Notwithstanding any other provision hereof, this Assignment (1together with any separate assignment forms required by law) If shall, and does, constitute the complete assignment, conveyance and transfer by Assignor of the Proof of Claim. Assignor hereby irrevocably appoints Assignee as its true and lawful attorney and authorizes Assignee to act in Assignor's stead, to demand, ▇▇▇ for, compromise and recover all such amounts as now are, or may hereafter become, due and payable for or on account of the Claim herein assigned. Assignor grants unto Assignee full authority to do all things necessary to enforce the claim and its rights thereunder pursuant to this Assignment. Assignor agrees that the powers granted by this paragraph are discretionary in nature and that Assignee may exercise or decline to exercise such power at Assignee's sole option. Assignee shall have no obligation to take any Holder fails action to file a proof of claim prove or other statement defend the Claim's validity or demand amount in respect of its Subordinated Claims in such Bankruptcy, Insolvency or Liquidation Proceeding prior the proceedings relating to the 30th day preceding Bankruptcy Case. Assignor agrees to take such further action, at its own expense, as may be necessary or desirable to effect the assignment of the Claim and any bar date payments or distributions on account of the Claim to Assignee including, without limitation, the execution of appropriate transfer powers, corporate resolutions and consents. Assignor agrees to use reasonable efforts to forward to Assignee all notices received from Debtor, the Bankruptcy Court or any third party with respect to the Claim assigned herein, provided that promptly after the consummation of the transactions contemplated hereby, Assignee shall file the evidence of transfer and a notice of appearance in the Bankruptcy Court. Assignor further agrees that any distribution received by Assignor on account of the Claim, whether in the form of cash, securities, instrument or any other deadline for filing a proof property, shall constitute property of claim or other Assignee to which Assignee has an absolute right, and that Assignor will hold such statement or demand thereinproperty in trust, or if will provide Assignee with prompt notice of the receipt of such property, and will promptly deliver to Assignee any such proof of claim, statement or demand filed by any Holder prior to such day is in any respect inadequate or insufficient (property in the good faith opinion of same form received, together with any holder of Senior Debt)endorsements or documents necessary to transfer such property to Assignee, then each holder of Senior Debt shall have the right, but not the obligation, to execute and deliver (in the name of such Holder or in its own name but on behalf of such Holder, as such holder of Senior Debt may elect) and file in such Bankruptcy, Insolvency or Liquidation Proceeding any proof of claim, statement or demand which such holder of Senior Debt may determine to be required or appropriate in respect of such Subordinated Claim. (2) To the extent necessary or reasonably appropriate to permit the holders of Senior Debt to exercise the right granted to them under this Section 6.4(d), each Holder hereby constitutes and appoints each holder of Senior Debt as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement or demand as herein providedupon written instructions of, and at the power sole cost and expense of attorney granted herein (being coupled with an interest) is and shall be in all respects irrevocableAssignee. (3) No holder of Senior Debt shall, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4) Each holder of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof to the Company at least 10 days prior to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder of Senior Debt or (ii) destroy, affect or impair the subordination provided hereby or any right, power or benefit hereby granted to any holder of Senior Debt. The Company shall, promptly after its receipt thereof, deliver or mail a copy of such proof of claim, statement or demand to each Holder.

Proof of Claim. In order to be eligible to receive a distribution from the Net Settlement Fund, in the event the Settlement is effected in accordance with the terms and conditions set forth in the Settlement Agreement, each Settlement Class Member shall take the following actions and be subject to the following conditions: (1a) If any Holder fails A properly executed Proof of Claim, substantially in the form annexed hereto as Exhibit 2, must be submitted to file a proof the Claims Administrator, at the address indicated in the Notice, postmarked no later than one hundred twenty (120) calendar days after the Notice Date. Such deadline may be further extended by Court order or by Lead Counsel in its discretion. Each Proof of claim Claim shall be deemed to have been submitted when postmarked (if properly addressed and mailed by first-class or other statement or demand in respect overnight U.S. mail, postage prepaid) provided such Proof of its Subordinated Claims in such Bankruptcy, Insolvency or Liquidation Proceeding Claim is actually received prior to the 30th day motion for an order of the Court approving distribution of the Net Settlement Fund. Any Proof of Claim submitted in any other manner shall be deemed to have been submitted when it was actually received at the address designated in the Notice. Any Settlement Class Member who does not timely submit a Proof of Claim within the time provided for shall be barred from sharing in the distribution of the Net Settlement Fund, unless otherwise ordered by the Court, but shall remain bound by all determinations and judgments in this Action concerning the Settlement. (b) The Proof of Claim submitted by each Settlement Class Member must satisfy the following conditions, unless otherwise ordered by the Court: (i) it must be properly completed, signed and submitted in a timely manner in accordance with the provisions of the preceding any bar date or other deadline subparagraph; (ii) it must be accompanied by adequate supporting documentation for filing a proof of claim or other such statement or demand the transactions reported therein, or if any such proof of claim, statement or demand filed by any Holder prior to such day is in any respect inadequate or insufficient (in the good faith opinion form of any holder broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or such other documentation as is deemed adequate by Lead Counsel; (iii) if the person executing the Proof of Senior Debt)Claim is acting in a representative capacity, then each holder a certification of Senior Debt shall have the right, but not the obligation, her current authority to execute and deliver (in the name of such Holder or in its own name but act on behalf of such Holder, as such holder the Settlement Class Member must be included in the Proof of Senior Debt may electClaim; and (iv) the Proof of Claim must be complete and file in such Bankruptcy, Insolvency contain no material deletions or Liquidation Proceeding modifications of any proof of claim, statement or demand which such holder the printed matter contained therein and must be signed under penalty of Senior Debt may determine to be required or appropriate in respect of such Subordinated Claimperjury. (2c) To As part of the extent necessary or reasonably appropriate to permit the holders Proof of Senior Debt to exercise the right granted to them under this Section 6.4(d)Claim, each Holder hereby constitutes and appoints each holder of Senior Debt as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement or demand as herein provided, and the power of attorney granted herein (being coupled with an interest) is and Settlement Class Member shall be in all respects irrevocable. (3) No holder of Senior Debt shall, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4) Each holder of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof submit to the Company at least 10 days prior jurisdiction of the Court with respect to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder of Senior Debt or (ii) destroy, affect or impair the subordination provided hereby or any right, power or benefit hereby granted to any holder of Senior Debt. The Company shall, promptly after its receipt thereof, deliver or mail a copy of such proof of claim, statement or demand to each Holderclaim submitted.

Proof of Claim. (1a) If any Holder the Administrative Agent fails to file a proof of claim or other statement or demand in respect of its Subordinated Claims claims in such Bankruptcy, Insolvency any case or Liquidation Proceeding proceeding described in Section 12.02 prior to the 30th day preceding any bar date or other deadline for filing a proof of claim or other such statement or demand therein, or if any such proof of claim, statement or demand filed by any Holder the Administrative Agent prior to such day is in any respect inadequate or insufficient (in the good faith opinion of any holder of the Senior DebtAgent), then each holder of the Senior Debt Agent shall have the right, but not the obligation, to execute and deliver (in the name of such Holder the Administrative Agent or in its own name but on behalf of such Holderthe Administrative Agent, as such holder of the Senior Debt Agent may elect) and file in such Bankruptcy, Insolvency case or Liquidation Proceeding proceeding any proof of claim, statement or demand which such holder of the Senior Debt Agent may determine to be required or appropriate in respect of such Subordinated Claimclaim. (2b) To the extent necessary or reasonably appropriate to permit the holders of Senior Debt Agent to exercise the right granted to them it under this Section 6.4(d)12.09, each Holder the Administrative Agent hereby constitutes and appoints each holder of the Senior Debt Agent as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement or demand as herein providedprovided and to amend any such claim filed by the Senior Agent, and the power of attorney granted herein (being coupled with an interest) is and shall be in all respects irrevocable. (3c) No holder of The Senior Debt shallAgent shall not, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4d) Each holder The Senior Agent shall deliver or mail a copy of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof to the Company Administrative Agent at least 10 days prior to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder of the Senior Debt Agent or (ii) destroy, affect or impair the subordination provided hereby in this Article XII or any right, power or benefit hereby granted to any the Senior Agent and the Senior Lenders. (e) The Senior Agent shall not have the right, as a holder of the Senior Debt. The Company shallDebt or by reason of the subordination provided in this Article XII, promptly after its receipt thereof, deliver to vote any claim for the Administrative Agent or mail a copy of any Lender in any such proof of claim, statement case or demand to each Holderproceeding.

Proof of Claim. (1) If Agent believes that any Holder fails to file statements or assertions in a proof of claim or other statement or demand in respect filed by Creditor are not consistent with the terms and conditions hereof; then Agent shall have the right (but not the obligation and any failure of its Subordinated Claims in Agent to file such Bankruptcy, Insolvency or Liquidation Proceeding prior to the 30th day preceding any bar date or other deadline for filing a proof of claim or other such statement or demand therein, or if any such proof shall not be deemed to be a waiver by Agent of claim, statement or demand filed by any Holder prior to such day is in any respect inadequate or insufficient (in the good faith opinion Lenders of any holder rights and benefits granted herein by Creditor) in such proceeding, and hereby irrevocably is appointed lawful attorney of Senior Debt), then each holder Creditor for the purpose of Senior Debt shall have the right, but not the obligation, enabling Agent to file and prove all claims therefor and to execute and deliver (all documents in such proceeding in the name of such Holder Creditor or otherwise in its own name but on behalf respect of such Holderclaims, as such holder of Senior Debt may elect) and file in such Bankruptcy, Insolvency or Liquidation Proceeding any proof of claim, statement or demand which such holder of Senior Debt Agent reasonably may determine to be required necessary or appropriate appropriate. The Creditor shall provide the WFF/PCA: Subordination Agreement with AGFA - Execution Copy Agent with a copy of any proof of claim filed by the Creditor in any Insolvency Proceeding. The Creditor shall provide to the Agent all information and documents necessary to present claims as described herein. The Creditor hereby agrees that, while it shall retain the right to vote its claims and, except as otherwise provided in this Agreement, otherwise act in any Insolvency Proceeding relative to Obligors (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), the Creditor shall not; (i) take any action or vote in any way so as to directly or indirectly challenge or contest (A) the validity or the enforceability of the Credit Agreement, the other Loan Documents, or the liens and security interests granted to the Lenders with respect to the Senior Indebtedness, or (B) the validity or enforceability of this Agreement; (ii) seek relief from the automatic stay of Section 362 of the Bankruptcy Code or any other stay in any Insolvency Proceeding in respect of such Subordinated Claim. any portion of the Collateral; or (2iii) To directly or indirectly oppose any sale or disposition of the extent necessary Collateral, including any sale or reasonably appropriate to permit other disposition of the holders Collateral free and clear of Senior Debt to exercise the right granted to them liens and security interests of the Creditor under this Section 6.4(d), each Holder hereby constitutes and appoints each holder Sections 363 or 365 of Senior Debt as its attorney-in-fact and agent, with full power of substitution and delegation, to execute, deliver and file any such proof of claim, statement the Bankruptcy Code or demand as herein provided, and the power of attorney granted herein (being coupled with an interest) is and shall be in all respects irrevocable. (3) No holder of Senior Debt shall, by executing, delivering or filing any such proof of claim, statement or demand, become liable or responsible in any respect for the legality, adequacy or sufficiency thereof. (4) Each holder of Senior Debt filing any such proof of claim, statement or demand shall deliver or mail a copy thereof to the Company at least 10 days prior to filing such proof of claim, statement or demand, but the failure to deliver or mail such copy shall not in any respect (i) impose any liability on such holder or upon any other holder similar provision of Senior Debt or (ii) destroy, affect or impair the subordination provided hereby or any right, power or benefit hereby granted to any holder of Senior Debt. The Company shall, promptly after its receipt thereof, deliver or mail a copy of such proof of claim, statement or demand to each Holderapplicable law.