Common use of Proofs of Claim Clause in Contracts

Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any Insolvency Proceeding relative to any Credit Party, Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such Insolvency Proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, LC Issuer and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its LC Issuer and Administrative Agent and their respective agents and counselcounsel and all other amounts due Lenders, LC Issuer and Administrative Agent arising hereunder) and the Noteholders allowed in such Insolvency Proceeding; and (ii) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property Property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender and LC Issuer to make such payments directly to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders and/or LC Issuer, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingAdministrative Agent hereunder.

Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer Issuing Entity (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower, any Subsidiary, or any Guarantor, Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations, and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and Administrative Agent and their respective agents and counselcounsel and all other amounts then due Lenders and Administrative Agent) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts then due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseAdministrative Agent. Nothing contained herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lender or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding.

Proofs of Claim. The Indenture Trustee If, while any Senior Indebtedness is authorized outstanding, any Event of Default under SECTION 10.01(f) occurs, the Lenders shall take such action as the Agent may reasonably request to collect any payment with respect to the Bridge Loan Obligations for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Bridge Loan Obligations. Upon the failure of any Lender to take any such action as of the 10th Business Day preceding the bar date therefor, the Agent is hereby irrevocably authorized and empowered, but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution referred to in respect of this Agreement or the Bridge Loan Obligations and to file claims and proofs of claim and take such other papers or documents action as it may be deem necessary or advisable in order to have for the claims exercise or enforcement of any of the Indenture Trustee (including rights or interests of such Lender with respect to this Agreement or the Bridge Loan Obligations. Notwithstanding the foregoing, neither the Agent nor any holder of any Senior Indebtedness shall have any right whatsoever to vote any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders Lenders may be entitled to receive have in such proceeding whether in liquidation to accept or under reject any plan of reorganization or arrangement partial or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of complete liquidation, reorganization, arrangement, adjustment composition or composition affecting extension; PROVIDED, that the Noteholder Lenders shall not vote with respect to any such plan or take any other action in any way so as to contest (i) the relative rights and duties of any holders of any Senior Indebtedness established in any instruments or agreements creating or evidencing any of the rights Senior Indebtedness with respect to any such collateral or guaranties or (ii) the Lenders' obligations and agreements set forth in this ARTICLE XI. The Lenders also agree that they will not contest the validity, priority or perfection of any Noteholder thereof, Lien granted or to authorize created by the Indenture Trustee to vote Loan Parties in respect favor of the claim of any Noteholder in any such proceedingAgent, with respect to Senior Indebtedness.

Proofs of Claim. The Indenture Trustee is authorized to Junior Creditor may file such proofs of claim and other papers or documents as or may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders Junior Creditor allowed in any judicial proceedings relative to the Issuer Company (or any other obligor upon on the NotesSubordinated Debt, including any guarantor), its creditors or its property and shall be entitled and empowered to collectproperty. If the Junior Creditor files any claim, receive and distribute any money proof of claim or other property payable or deliverable on any such claims and any custodian similar instrument in any such judicial proceeding is hereby authorized by each Noteholder referred to make above and all Senior Debt has not been indefeasibly paid in full in cash, the Junior Creditor shall (a) file such claim, proof of claim or similar instrument on behalf of Ormat as it or such other holder’s or holders’ interests may appear and (b) take all such other actions as may be appropriate to insure that all payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, and distributions made in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment respect of any such compensationproceedings are made to Ormat as its interests may appear. Any term or provision of this Section 3.5 to the contrary notwithstanding, expensesif any judicial proceeding referred to above is commenced by or against the Company, disbursements and advances so long as all Senior Debt has not been paid in full in cash: (a) except in connection with any proceedings arising from claims of the Indenture TrusteeCompany against Ormat under the EPC Contract, Ormat is hereby irrevocably authorized and empowered (in its agents and counsel, and any other amounts due own name or in the Indenture Trustee under Section 6.07 hereof out name of the estate Junior Creditor or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution received in respect of any such proceedingproceeding and give acquittance therefor and to file claims and proofs of claims and (b) the Junior Creditor shall duly and promptly take, shall be denied for any reasonthe account of Ormat, payment of such reasonable action as Ormat may request (i) to collect all amounts payable by the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote Company in respect of the Subordinated Debt and to file the appropriate claims or proofs of claim in respect of the Subordinated Debt, (ii) to execute and deliver to Ormat such assignments or other instruments as Ormat may request in order to enable Ormat to enforce any Noteholder and all claims with respect to all amounts payable in respect of the Subordinated Debt and (iii) to collect and receive any and all payments with respect to all amounts payable in respect of the Subordinated Debt. Until the Senior Debt has been paid in full in cash, no holder of the Subordinated Debt will (in any such proceedingproceeding of the type described in Section 2.2) discharge all or any portion of the obligations of the Company in respect of the Subordinated Debt, whether by forgiveness, receipt of capital stock, exercise of conversion privileges or otherwise, without the prior consent of the holders of the Senior Debt.

Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, and its agents and counsel) and the Noteholders Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon Company, the Notes), its Company's creditors or its property the Company's property, to participate as a member, voting or otherwise, of any official committee of creditors appointed in such manner and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any custodian Custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Notes or the rights of any Noteholder thereofHolder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any Insolvency Proceeding or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation in respect of any Letter of Credit shall then 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 Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Obligations in respect of any Letter of Credit, and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and the Administrative Agent and their respective agents and counsel) counsel and all other amounts due the Lenders and the Noteholders Administrative Agent under Sections 2.9 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents Administrative Agent and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee Administrative Agent under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, Sections 2.9 and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise10.5. Nothing contained herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, or Lender to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized Lenders and Borrowers hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Borrower or any of the Guarantors, Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on any of Borrowers or any of the Guarantors) 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 proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, Administrative Agent and other Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its Administrative Agent and other agents and counseltheir agents and counsel and all other amounts due Lenders, Administrative Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Administrative Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lenders or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. Further, nothing contained in this Section 9.10 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that 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.

Proofs of Claim. The Indenture Trustee is authorized (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to Pledgor or the property of Pledgor or of such other obligor or their creditors, the Holder (irrespective of whether the principal of the Note shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Holder shall have made any demand on Pledgor for the payment of overdue principal, if any, or interest) shall, subject to the rights of previous pledgees and other holders of security interests in the Pledged Collateral, be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal of the Note and interest owing and unpaid in respect of the Note and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holder (including any claim for the reasonable compensation, expenses, disbursements legal fees and advances expenses and other expenses paid or incurred by the Holder permitted hereunder and of the Indenture Trustee, its agents and counsel) and the Noteholders Holder allowed in any such judicial proceedings relative proceeding), and (ii) Subject to the Issuer (or rights of previous pledgees and other holders of security interests in the Pledged Collateral to collect and receive any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Holder and, in the event that the Indenture Trustee Holder shall consent to the making of such payments directly directed to the Noteholder Holder, to pay to the Indenture Trustee Holder any amount amounts for expenses due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. hereunder. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee Holder to authorize or authorize, consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, Holder thereof or to authorize the Indenture Trustee Holder to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized Payee and each other holder from time to time of Subordinated Debt may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders Payee or such other holder allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes)Payor, its creditors or its property property. If the Payor or any other holder from time to time of Subordinated Debt files any claim, proof of claim or similar instrument in any judicial proceeding referred to above and all Senior Debt has not been irrevocably paid in full in cash, the Payor or such other holder shall (i) file such claim, proof of claim or similar instrument on behalf of the Finance Parties and the other holder or holders of the Senior Debt as such Finance Parties’ or other holder’s or holders’ interests may appear and (ii) take all such other actions as may be entitled appropriate to ensure that all payments and distributions made in respect of any such proceedings are made to the Administrative Agent, the Swap Creditors or other Finance Parties, as applicable, and any other holder or holders of the Senior Debt as its or their interests may appear. Any term or provision of this Section 10 to the contrary notwithstanding, if any judicial proceeding referred to above is commenced by or against the Payor, and so long as all Senior Debt has not been irrevocably paid in full in cash (i) the Administrative Agent, the holders of at least 51% of the Senior Credit Obligations, as applicable, or any other holder or holders of the Senior Debt or representatives thereof are hereby irrevocably authorized and empowered (in each case, in its own name, as administrative agent or representative on behalf of the Finance Parties or in the name of the Payee or any other holder or holders from time to collecttime of the Subordinated Debt or otherwise), but shall have no obligation, to (A) demand, ▇▇▇ for, collect and receive every payment or distribution received in respect of any such proceeding and distribute give acquittance therefor and to file claims and proofs of claims and (B) exercise any money voting rights otherwise attributable to the Payee or other property payable or deliverable on holders of the Subordinated Debt in any such claims proceeding; (ii) the Payee or such other holder or holders of the Subordinated Debt shall duly and promptly take, for the account of the Lenders and any custodian other holders or holders of the Senior Debt, such action as the Administrative Agent or the holders of at least 51% of the Senior Credit Obligations, as applicable, or other holder or holders of the Senior Debt or representatives thereof may request to collect all amounts payable by the Payor in respect of the Subordinated Debt and to file the appropriate claims or proofs of claim in respect of the Subordinated Debt; and (iii) the Payee and each other holder of Subordinated Debt shall, at the request of the Administrative Agent or the holders of at least 51% of the Senior Credit Obligations, as applicable, or other holder or holders of the Senior Debt or representatives thereof duly and promptly consent to or join in, or stipulate its agreement with any action or position which the Lenders and each other holder of the Senior Debt may take in any such judicial proceeding referred to above, including, without limitation, such actions and positions as the Lenders may take with respect to requests for relief from the automatic stay, for authority to use cash collateral or to use, sell or lease other property of the estate, for assumption, assignment or rejection of any executory contract and to obtain credit. The Payee and each other holder from time to time of Subordinated Debt by its acceptance thereof hereby appoints the Administrative Agent or the holders of at least 51% of the Senior Credit Obligations, as applicable, or other holder or holders of the Senior Debt or representatives thereof as its agent(s) and attorney(s) in fact, all acts of such attorney(s) being hereby ratified and confirmed and such appointment(s), being coupled with an interest, being irrevocable until the Senior Debt is hereby authorized by each Noteholder irrevocably paid in full in cash, to make exercise the rights and file the claims referred to in this Section 8 and to execute and deliver any documentation necessary for the exercise of such payments rights or to file such claims. Notwithstanding anything to the Indenture Trusteecontrary contained herein, as administrative expenses associated neither the Payee nor any other holder of Subordinated Debt shall file any claim or take any action which competes or interferes with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements rights and advances interests of the Indenture Trustee, its agents and counsel, and Lenders or any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances holders of the Indenture TrusteeSenior Debt under the Credit Agreement and other Loan Documents, its agents and counsel, and the Swap Agreements or any other amounts due agreement or instrument evidencing or securing the Indenture Trustee under Section 6.07 hereof out Senior Debt. Until the Senior Debt has been irrevocably paid in full in cash, neither the Payee nor any other holder of the estate Subordinated Debt will (in any such proceeding, shall be denied for any reason, payment proceeding of the same shall be secured by a Lien on, and shall be paid out of, type described in Section 2(a)) discharge all or any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder portion of the rights obligations of any Noteholder thereof, or to authorize the Indenture Trustee to vote Payor in respect of the claim Subordinated Debt, whether by forgiveness, receipt of any Noteholder in any such proceedingcapital stock, exercise of conversion privileges or otherwise, without the prior written consent of the Administrative Agent or the holders of at least 51% of the Senior Credit Obligations, as applicable, or the holder or holders of the Senior Debt.

Proofs of Claim. The Indenture Trustee is authorized (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Agents (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether any Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise, at the direction of the Required Lenders: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and any Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and any Agent and their respective agents and counselcounsel and all other amounts due Lenders and any Agent) and the Noteholders allowed in such judicial proceeding; and (ii) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Agent and, in the event that the Indenture Trustee any Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee any Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, such Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Agent. (b) Nothing contained herein contained shall be deemed to authorize the Indenture Trustee any Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lender or to authorize the Indenture Trustee any Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. (c) The provisions of this Section 9.10 shall not bind Holdings or any of its Subsidiaries in any way.

Proofs of Claim. The Indenture Trustee is authorized Lenders and each Loan Party hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on any Loan Party) 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 proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, the Administrative Agent and other agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its the Administrative Agent and other agents and counseltheir agents and counsel and all other amounts due Lenders, the Administrative Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; (c) and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents Administrative Agent and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Administrative Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lenders or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. Further, nothing contained in this Section 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 and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Obligations.

Proofs of Claim. The Indenture In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Authority or the Borrower or any other obligor upon the Bonds or the property of the Authority, the Trustee is authorized (irrespective of whether the principal of the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Authority and/or the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, by intervention of such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Bonds then Outstanding and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and of the Noteholders Owners allowed in such judicial proceeding; and to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; (b) and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Noteholder Owner to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder Owners, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents agent and counsel. So long as Bonds are outstanding the Trustee is appointed under the terms of the Indenture, and the successive respective Owners of the Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee, the true and lawful attorney in fact of the respective Owners of the Bonds, with authority to make or file, in the respective names of the Owners of the Bonds or on behalf of all Owners of the Bonds, as a class, any proof of debt, amendment to proof of debt, petition or other documents and to execute any other amounts due papers and documents and to do and perform any and all acts and things for and on behalf of all Owners of the Indenture Bonds as a class, as may be necessary or advisable in the opinion of the Trustee, in order to have the respective claim of the Owners of the Bonds against the Authority, the Borrower or any other obligor allowed in receivership, insolvency, liquidation, bankruptcy or other proceeding, to which the Authority, the Borrower or any other obligor, as the case may be, shall be a party. The Trustee under Section 6.07 hereof. To the extent that the payment shall have full power of substitution and delegation in respect of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingpowers.

Proofs of Claim. The Indenture Trustee is Each of the Holders of a Minimum Principal Amount (or its agent) and the Collateral Agent are authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holders and the Collateral Agent, as applicable, (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer Company (or any other obligor upon the NotesNotes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture TrusteeCollateral Agent and Holders of a Minimum Principal Amount, as administrative expenses associated with any such proceeding, and, and in the event that the Indenture Trustee Holders of a Minimum Principal Amount shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee any amount due to it the Holders of a Minimum Principal Amount or the Collateral Agent, as applicable, for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel, and any other amounts due to the Indenture Trustee Holders of a Minimum Principal Amount or the Collateral Agent under Section 6.07 hereofthis Agreement or any other Agreement Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof this Agreement or any other Agreement Documents out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee Collateral Agent or the Holders of a Minimum Principal Amount to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Notes or the rights of any Noteholder thereofHolder, or to authorize the Indenture Trustee Holders of a Minimum Principal Amount to vote in respect of the claim of any Noteholder Holder in any such proceeding.. ARTICLE 7 [INTENTIONALLY OMITTED] ARTICLE 8

Proofs of Claim. The Indenture Trustee is authorized Lenders and each Credit Party hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party or any of the Guarantors, Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on any Credit Party or any other Person) 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 from such Credit Party and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, Administrative Agent and other Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its Administrative Agent and other agents and counseltheir agents and counsel and all other amounts due Lenders, Administrative Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Administrative Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lenders or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. Further, nothing contained in this Section 9.10 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that 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.

Proofs of Claim. The Indenture Trustee is authorized (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to Pledgor or the property of Pledgor or of such other obligor or their creditors, the Holder (irrespective of whether the principal of the Note shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Holder shall have made any demand on Pledgor for the payment of overdue principal, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal of the Note and interest owing and unpaid in respect of the Note and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holder (including any claim for the reasonable compensation, expenses, disbursements legal fees and advances expenses and other expenses paid or incurred by the Holder permitted hereunder and of the Indenture Trustee, its agents and counsel) and the Noteholders Holder allowed in any such judicial proceedings relative to the Issuer (or any other obligor upon the Notesproceeding), its creditors or its property and (ii) to collect and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Holder and, in the event that the Indenture Trustee Holder shall consent to the making of such payments directly directed to the Noteholder Holder, to pay to the Indenture Trustee Holder any amount amounts for expenses due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. hereunder. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee Holder to authorize or authorize, consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, Holder thereof or to authorize the Indenture Trustee Holder to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Agents (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether any Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise, at the direction of the Required Lenders: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and any Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and any Agent and their respective agents and counselcounsel and all other amounts due Lenders and any Agent) and the Noteholders allowed in such judicial proceeding; and (ii) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Agent and, in the event that the Indenture Trustee any Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee any Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, such Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Agent. (b) Nothing contained herein contained shall be deemed to authorize the Indenture Trustee any Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lender or to authorize the Indenture Trustee Collateral Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. (c) The provisions of this Section 9.10 shall not bind Holdings or any of its Subsidiaries in any way.

Proofs of Claim. The Indenture In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or the Borrower or any other obligor upon the Bonds or the property of the Issuer, the Bondholder Representative and the Trustee is authorized (irrespective of whether the principal of the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer and/or the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, by intervention of such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Bonds then Outstanding and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel), the Bondholder Representative (including any claim for the reasonable compensation, expenses, disbursements and advances of the Bondholder Representative, its agents and counsel) and of the Noteholders Owners allowed in such judicial proceeding; and to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and (ii) any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Noteholder Owner to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder Owners, to pay to the Indenture Trustee and the Bondholder Representative any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the Bondholder Representative, its and their agents and counsel. So long as Bonds are outstanding the Trustee is appointed under the terms of the Indenture, and the successive respective Owners of the Bonds or their Bondholder Representative, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee, the true and lawful attorney in fact of the respective Owners of the Bonds, with authority to make or file, in the respective names of the Owners of the Bonds or on behalf of all Owners of the Bonds, as a class, any proof of debt, amendment to proof of debt, petition or other documents and to execute any other amounts due papers and documents and to do and perform any and all acts and things for and on behalf of all Owners of the Indenture Bonds as a class, as may be necessary or advisable in the opinion of the Trustee, in consultation with the Bondholder Representative, in order to have the respective claim of the Owners of the Bonds against the Issuer, the Borrower or any other obligor allowed in receivership, insolvency, liquidation, bankruptcy or other proceeding, to which the Issuer, the Borrower or any other obligor, as the case may be, shall be a party. The Trustee under Section 6.07 hereof. To the extent that the payment shall have full power of substitution and delegation in respect of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingpowers.

Proofs of Claim. The Indenture Trustee is authorized (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to Pledgor or any other obligor upon the Notes or the property of Pledgor or of such other obligor or their creditors, the Pledgee Representative (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Pledgee Representative shall have made any demand on Pledgor for the payment of overdue principal, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal of the Notes and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holders (including any claim for the reasonable compensation, expenses, disbursements legal fees and advances expenses and other expenses paid or incurred by the Pledgee Representative permitted hereunder and of the Indenture Trustee, its agents and counsel) and the Noteholders holders allowed in any such judicial proceedings relative to the Issuer (or any other obligor upon the Notesproceeding), its creditors or its property and shall be entitled (ii) to collect and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Pledgee Representative and, in the event that the Indenture Trustee Pledgee Representative shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee Agent any amount amounts for expenses due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. hereunder. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee Pledgee Representative to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, holder thereof or to authorize the Indenture Trustee Pledgee Representative to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding affecting Trustor or any guarantor of any of Trustor's obligations, its creditors or its property, Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and or other papers or documents as may be necessary or advisable in order to have its claims allowed in such proceedings for the claims entire Obligation due and payable by Trustor under the Promissory Note, the Credit Agreement, this Deed of Trust and any other instrument or document securing the Promissory Note, or otherwise heretofore or hereafter executed in connection with the Obligation hereunder, at the date of the Indenture Trustee institution of such proceedings, and for any additional amounts which may become due and payable by Trustor after such date. (including a) may, prior to or subsequent to the institution of any claim for the reasonable compensationforeclosure proceedings, expenses, disbursements enter into and advances upon all or any part of the Indenture TrusteeSecured Property, and each and every part thereof, and may exclude the Trustor and its agents and counselservants therefrom and may use, operate, manage and control the Secured Property and conduct the business thereon, either personally or by their superintendents, managers, agents, servants, attorneys or receivers; and (b) may, upon every such entry, at the expense of the Trustor and the Noteholders allowed Secured Property, maintain, repair and restore the Secured Property and may complete the construction of any Improvements, and in any judicial proceedings relative the course of such completion may make such changes in the contemplated Improvements as it may deem desirable and may insure the same; and likewise, from time to time, at the Issuer expense of the Trustor and the Secured Property, the Beneficiary may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and (c) shall in every such entry have the right to manage and operate the Secured Property and to carry on the business thereof, take possession of all books, records and accounts relating thereto and exercise all rights and powers of the Trustor with respect thereto either in the name of the Trustor or any other obligor upon otherwise as it shall deem best without interference from the Notes), its creditors or its property Trustor; and the Beneficiary shall be entitled to collect and empowered receive all Rent pursuant to collectArticle VI hereof, receive and distribute any money after deducting the costs, liabilities and expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other property payable proper charges upon the Secured Property or deliverable on any such claims part thereof, as well as just and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments reasonable compensation for the services of the Beneficiary and for all attorneys, counsel, agents, clerks, servants and other employees arising as aforesaid, first, to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, payment of sums due under the Promissory Note in the event that order of application as set forth therein, when and as the Indenture Trustee same shall consent to become payable in accordance with the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counselterms thereof, and any other amounts due second, to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances other sums required to be paid by the Trustor under this Deed of the Indenture Trustee, its agents and counsel, Trust and any other amounts due Loan Document, as the Indenture Trustee under Section 6.07 hereof Beneficiary may elect; and (d) may incur costs, expenses and liabilities of every character in managing, operating, maintaining, protecting or preserving the Secured Property, which, if not paid out of Rents shall constitute a demand obligation owing by Trustor and shall draw interest from the estate in any such proceeding, shall be denied for any reason, payment date of expenditure until paid at the same shall be secured by a Lien onhighest rate of interest permitted under the Promissory Note, and shall constitute a portion of the obligations secured hereby. If necessary to obtain the possession provided for above, the Trustees or the Beneficiary, as the case may be, may invoke any and all legal remedies to dispossess Trustor. In connection with any action taken by the Beneficiary pursuant to this Section 4, the Beneficiary shall not be paid out ofliable for any loss sustained by Trustor resulting from any failure to rent the Secured Property, or any part thereof, or from any other act or omission of the Beneficiary in managing the Secured Property unless such loss is caused by the gross negligence, willful misconduct or bad faith of the Beneficiary in managing the Secured Property. Subject to the foregoing the Trustor shall and does hereby agree to indemnify the Beneficiary for, and to hold the Beneficiary harmless from, any and all distributionsliability, dividends, money, securities loss or damage which may or might be incurred under or by reason of this instrument or the exercise of rights or remedies hereunder and other properties that the Noteholders from any and all claims and demands whatsoever which may be entitled asserted against the Beneficiary by reason of any alleged obligations or undertakings on its part to receive perform or discharge any obligations of the Trustor. Should the Beneficiary incur any such liability under or by reason of this instrument or the exercise of rights or remedies hereunder or in defense of any such proceeding whether in liquidation claims or under any plan of reorganization or arrangement or otherwise. Nothing herein contained demands, the amount, thereof, including costs, expenses and reasonable attorneys fees, shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.secured hereby. This

Proofs of Claim. The Indenture Trustee is authorized Holders and Purchasers and each Note Party hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(h) or (i), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Note Party, Agent (irrespective of whether the principal of any Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on any Note Party) 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 Notes and any other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holders, Purchasers, Agent and other agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeHolders, its Purchasers, Agent and other agents and counseltheir agents and counsel and all other amounts due the Holders, Purchasers, Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, interim trustee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder and Purchaser to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Agent and, in the event that the Indenture Trustee Agent shall consent to the making of such payments directly to the Noteholder Holders or Purchaser, to pay to the Indenture Trustee Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Holder or Purchaser any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Holders or Purchaser or to authorize the Indenture Trustee Agent to vote in respect of the claim of any Noteholder Holder or Purchaser in any such proceeding. Further, nothing contained in this Section 9.8 shall affect or preclude the ability of any Holder or Purchaser to (i) file and prove such a claim in the event that 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 Holder’s or Purchaser’s outstanding Obligations.

Proofs of Claim. The Indenture Trustee is authorized (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to Pledgor or the property of Pledgor or of such other obligor or their creditors, the Holder (irrespective of whether the principal of the Note shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Holder shall have made any demand on Pledgor for the payment of overdue principal, if any, or interest) shall, subject to the rights of previous pledgees and other holders of security interests in the Pledged Collateral, be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal of the Note and interest owing and unpaid in respect of the Note and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holder (including any claim for the reasonable compensation, expenses, disbursements legal fees and advances expenses and other expenses paid or incurred by the Holder permitted hereunder and of the Indenture Trustee, its agents and counsel) and the Noteholders Holder allowed in any such judicial proceedings relative proceeding), and (ii) Subject to the Issuer (or rights of previous pledgees and other holders of security interests in the Pledged Collateral, to collect and receive any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Holder and, in the event that the Indenture Trustee Holder shall consent to the making of such payments directly directed to the Noteholder Holder, to pay to the Indenture Trustee Holder any amount amounts for expenses due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. hereunder. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee Holder to authorize or authorize, consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, Holder thereof or to authorize the Indenture Trustee Holder to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to Pledgor or any other obligor upon the Notes or the property of Pledgor or of such other obligor or their creditors, the Pledgee Representative (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Pledgee Representative shall have made any demand on Pledgor for the payment of overdue principal, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal of the Notes and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holders (including any claim for the reasonable compensation, expenses, disbursements legal fees and advances expenses and other expenses paid or incurred by the Pledgee Representative permitted hereunder and of the Indenture Trustee, its agents and counsel) and the Noteholders holders allowed in any such judicial proceedings relative to the Issuer (or any other obligor upon the Notesproceeding), its creditors or its property and (ii) to collect and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Pledgee Representative and, in the event that the Indenture Trustee Pledgee Representative shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee Agent any amount amounts for expenses due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. hereunder. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee Pledgee Representative to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, holder thereof or to authorize the Indenture Trustee Pledgee Representative to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim 11. To effectuate the Agreement, Class Settlement, and other papers or documents as may be necessary or advisable in order to have the claims provisions of the Indenture Trustee (including any claim Class Notice program, the Claims Administrator shall be responsible for the reasonable compensationreceipt of all Requests for Exclusion and Settlement Claim Forms. The Claims Administrator shall preserve, expenseson paper or transferred into electronic format, disbursements and advances of the Indenture Trusteeall Requests for Exclusion, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counselSettlement Claim Forms, and any and all other amounts due written communications from Settlement Class Members in response to the Indenture Trustee under Section 6.07 hereofClass Notice for a period of five (5) years, or pursuant to further order of the Court. To All written communications received by the extent Claims Administrator from Settlement Class Members relating to the Agreement shall be available at reasonable times for inspection and copying by Class Counsel and Counsel for White House Black Market, including prior to payments being mailed to each Settlement Class Member. 12. In order to be entitled to participate in the Class Settlement, if effectuated in accordance with all of the terms and conditions set forth in the Agreement, each Settlement Class Member shall take the following actions and be subject to the following requirements: A. A Settlement Class Member who wishes to receive a distribution from the Settlement Fund must submit a timely, properly-executed Settlement Claim Form to the Claims Administrator on or before the “ Claims Deadline” below. If submitted by regular mail to the address indicated in the Class Notice, the Settlement Claim Form shall be deemed to have been submitted as of the date postmarked. If transmitted in any manner other than regular mail, the Settlement Claim Form shall be deemed to have been submitted on the date received by the Claims Administrator; B. Except as provided herein, a valid Settlement Claim Form must contain the following information: (a) Settlement Class Member’s name; (b) Settlement Class Member’s physical mailing address; and (c) the signature of the Settlement Class Member or his or her authorized agent. The Settlement Claim Form will also solicit the Settlement Class Member’s telephone number and email address, but this information is not required to submit a claim. The Settlement Website claim form will prepopulate the Settlement Class Member’s name and address information as available for persons who first enter their claim ID, and will ask them to update or correct any information. C. Each Settlement Claim Form shall be submitted to and reviewed by the Claims Administrator, who shall make a recommendation about which claims should be allowed; D. Any person to whom a Summary Notice is not mailed and who claims that between March 23, 2015 and July 17, 2015, a White House Black Market store provided them a receipt containing the first six and last four digits of their debit or credit card number, and who submits along with his or her Settlement Claim Form a sworn statement itemizing the store(s) that provided each such receipt(s), the date(s) when each such receipt was provided, and the first six/ last four digits of the credit/ debit card used in the transaction shall, after the Claims Administrator validates that the payment transaction(s), according to records of White House Black Market, occurred at a White House Black Market store on a date that that store was printing receipts that contained the first six and last four digits of debit and credit card numbers, be entitled to a pro rata distribution in the same amount as Settlement Class Members to whom the Claims Administrator distributed notice by mail. A person whose Settlement Claim Form does not identify a transaction that occurred at a White House Black Market store during the time period that the store was printing receipts that contained the first six and last four digits of debit and credit card numbers (if any) is not a Settlement Class Member; E. The Claims Administrator will notify each person who filed a Settlement Claim Form of any such compensation, expenses, disbursements and advances recommendation of disallowance of the Indenture Trustee, its agents and counselclaim, and any other amounts due set forth the Indenture Trustee under Section 6.07 hereof out of the estate in reasons for any such proceeding, disallowance. Settlement Class Members shall be denied for permitted a reasonable period of time to cure any reason, payment deficiency. A copy of such notification shall also be sent by the same Claims Administrator to Class Counsel; and F. Settlement Class Members who do not submit a timely and valid Settlement Claim Form shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may not be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedinga distribution.

Proofs of Claim. The Indenture Trustee is authorized Payee and each other holder from time to time of Subordinated Debt may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders Payee or such other holder allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes)Payor, its creditors or its property property. If the Payor or any other holder from time to time of Subordinated Debt files any claim, proof of claim or similar instrument in any judicial proceeding referred to above and all Senior Debt has not been irrevocably paid in full in cash, the Payor or such other holder shall (i) file such claim, proof of claim or similar instrument on behalf of the Administrative Agent and the other holder or holders of the Senior Debt as such Creditors’ or other holder’s or holders’ interests may appear and (ii) take all such other actions as may be entitled appropriate to ensure that all payments and distributions made in respect of any such proceedings are made to the Administrative Agent, and any other holder or holders of the Senior Debt as its or their interests may appear. Any term or provision of this Section 10 to the contrary notwithstanding, if any judicial proceeding referred to above is commenced by or against the Payor, and so long as all Senior Debt has not been irrevocably paid in full in cash: (i) the Administrative Agent, or any other holder or holders of the Senior Debt or representatives thereof are hereby irrevocably authorized and empowered (in each case, in its own name), but shall have no obligation, to collect(A) demand, ▇▇▇ for, collect and receive every payment or distribution received in respect of any such proceeding and distribute give acquittance therefor and to file claims and proofs of claims and (B) exercise any money voting rights otherwise attributable to the Payee or other property payable or deliverable on holders of the Subordinated Debt in any such proceeding; (ii) the Payee or such other holder or holders of the Subordinated Debt shall duly and promptly take, for the account of the holders of the Senior Debt, such action as the Administrative Agent, or other holder or holders of the Senior Debt or representatives thereof may request to collect all amounts payable by the Payor in respect of the Subordinated Debt and to file the appropriate claims or proofs of claim in respect of the Subordinated Debt; and (iii) the Payee and each other holder of Subordinated Debt shall, at the request of the Administrative Agent or other holder or holders of the Senior Debt or representatives thereof duly and promptly consent to or join in or stipulate its agreement with any custodian action or position which each other holder of the Senior Debt may take in any such judicial proceeding referred to above, including, without limitation, such actions and positions as the holders of Senior Debt may take with respect to requests for relief from the automatic stay, for authority to use cash collateral or to use, sell or lease other property of the estate, for assumption, assignment or rejection of any executory contract and to obtain credit. The Payee and each other holder from time to time of Subordinated Debt by its acceptance thereof hereby appoints the Administrative Agent, the Collateral Agent, or the other holder or holders of the Senior Debt or representatives thereof as its agent(s) and attorney(s) in fact, all acts of such attorney(s) being hereby ratified and confirmed and such appointment(s), being coupled with an interest, being irrevocable until the Senior Debt is hereby authorized by each Noteholder irrevocably paid in full in cash, to make exercise the rights and file the claims referred to in this Section 8 and to execute and deliver any documentation necessary for the exercise of such payments rights or to file such claims. Notwithstanding anything to the Indenture Trusteecontrary contained herein, as administrative expenses associated neither the Payee nor any other holder of Subordinated Debt shall file any claim or take any action which competes or interferes with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements rights and advances interests of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances holders of the Indenture TrusteeSenior Debt under the Credit Agreement and other Credit Documents, its agents and counsel, and or any other amounts due agreement or instrument evidencing or securing the Indenture Trustee under Section 6.07 hereof out Senior Debt. Until the Senior Debt has been irrevocably paid in full in cash, neither the Payee nor any other holder of the estate Subordinated Debt will (in any such proceeding, shall be denied for any reason, payment proceeding of the same shall be secured by a Lien on, and shall be paid out of, type described in Section 2(a)) discharge all or any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder portion of the rights obligations of any Noteholder thereof, or to authorize the Indenture Trustee to vote Payor in respect of the claim Subordinated Debt, whether by forgiveness, receipt of any Noteholder in any such proceedingcapital stock, exercise of conversion privileges or otherwise, without the prior written consent of the Administrative Agent, or the holder or holders of the Senior Debt.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation in respect of any Letter of Credit shall then 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 Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Obligations in respect of any Letter of Credit and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and the Administrative Agent and their respective agents and counsel) counsel and all other amounts due the Lenders and the Noteholders Administrative Agent under Sections 2.8 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents Administrative Agent and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee Administrative Agent under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, Sections 2.8 and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise10.5. Nothing contained herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, or Lender to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim 1. To effectuate the Agreement, Class Settlement, and other papers or documents as may be necessary or advisable in order to have the claims provisions of the Indenture Trustee (including any claim for Class Notice program, the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and Claims Administrator shall be entitled responsible for maintaining a record of all Requests for Exclusion and empowered to collectSettlement Claim Forms. The Claims Administrator shall preserve, receive and distribute any money on paper or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trusteetransferred into electronic format, as administrative expenses associated with any such proceedingall Requests for Exclusion, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counselSettlement Claim Forms, and any and all other amounts due written communications from Settlement Class Members in response to the Indenture Trustee under Section 6.07 hereofClass Notice for a period of three (3) years, or pursuant to further order of the Court. To All written communications received by the Claims Administrator from Settlement Class Members relating to the Agreement shall be available at reasonable times for inspection and copying by Class Counsel and Counsel for DFS, including prior to payments being mailed to each Settlement Class Member. 2. In order to be entitled to participate in the Class Settlement, if effectuated in accordance with all of the terms and conditions set forth in the Agreement, each Settlement Class Member shall take the following actions and be subject to the following requirements: (a) Submitting a properly executed Settlement Claim Form to the Claims Administrator on or before the Claims Deadline, which is 60 days after the Notice Deadline. If such Settlement Claim Form is submitted by mail via the United States Postal Service to the address indicated in the Class Notice, it shall be deemed to have been submitted as of the date postmarked. If such Settlement Claim Form is transmitted in any manner other than the United States Postal Service, it shall be deemed to have been submitted on the date it is actually received by the Claims Administrator. (b) Except as provided herein, each completed Settlement Claim Form must contain the following information: (i) name; (ii) mailing address; (iii) phone number, which shall be optional; and (iv) email address to the extent that the payment Settlement Class Member has one. The website claim form will prepopulate this information as available for persons who first enter their claim ID and will ask them to update or correct any information. (c) The Settlement Claim Form shall require each Settlement Class Member to verify they received at least one printed receipt at an DFS retail location between May 27, 2020, and June 30, 2022, as well as verify the information he or she is providing is true and correct as of the date thereof to the best of his or her knowledge and belief. (d) Each Settlement Claim Form shall be submitted to and reviewed by the Claims Administrator, who shall make a recommendation to Class Counsel and counsel for DFS about which claims should be allowed. (e) The Claims Administrator will notify each person who filed a Settlement Claim Form of any such compensationrecommendation of disallowance, expensesin whole or in part, disbursements and advances of the Indenture Trustee, its agents Settlement Claim Form submitted by such person and counsel, will set forth the reasons for any such disallowance. Settlement Class Members shall be permitted a reasonable period of time to cure any deficiency with respect to their respective Settlement Claim Form or Publication Notice Claim Form that is identified. A copy of such notification shall also be sent by the Claims Administrator to Class Counsel and any other amounts due Counsel for DFS. (f) Each Settlement Class Member who submits a Settlement Claim Form shall thereby expressly submit to the Indenture Trustee under Section 6.07 hereof out jurisdiction of the estate in any such proceedingCourt with respect to the claims submitted and shall, shall be denied for any reason, payment subject to final approval of the same shall Agreement and Class Settlement, be secured bound by a Lien on, all the terms and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder provisions of the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingAgreement.

Proofs of Claim. The Indenture Trustee is authorized Lenders, Holdings and the Borrower hereby agree that after the occurrence of an Event of Default pursuant to Section 8.01(f), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) 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 proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, Administrative Agent and other Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its Administrative Agent and other agents and counseltheir agents and counsel and all other amounts due Lenders, Administrative Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (ii) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Administrative Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lenders or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. Further, nothing contained in this shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that Administrative Agent has not acted within ten 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.

Proofs of Claim. The Indenture Trustee is Each of the Holders of a Minimum Principal Amount (or its agent) and the Collateral Agent are authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holders and the Collateral Agent, as applicable, (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer Company (or any other obligor upon the NotesNotes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture TrusteeCollateral Agent and Holders of a Minimum Principal Amount, as administrative expenses associated with any such proceeding, and, and in the event that the Indenture Trustee Holders of a Minimum Principal Amount shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee any amount due to it the Holders of a Minimum Principal Amount or the Collateral Agent, as applicable, for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel, and any other amounts due to the Indenture Trustee Holders of a Minimum Principal Amount or the Collateral Agent under Section 6.07 hereofthis Agreement or any other Agreement Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof this Agreement or any other Agreement Documents out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee Collateral Agent or the Holders of a Minimum Principal Amount to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Notes or the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.any

Proofs of Claim. The Indenture Trustee is authorized Holders and Co-Issuers hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Co-Issuer or any of the Guarantors, Note Agent (irrespective of whether the principal of any Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Note Agent shall have made any demand on any of Co-Issuers or any of the Guarantors) 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 Notes and any other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holders, Note Agent and other Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeHolders, its Note Agent and other agents and counseltheir agents and counsel and all other amounts due Holders, Note Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and (c) any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Note Agent and, in the event that the Indenture Trustee Note Agent shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee Note Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Note Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Note Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Note Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Holders or to authorize the Indenture Trustee Note Agent to vote in respect of the claim of any Noteholder Holder in any such proceeding. Further, nothing contained in this Section 9.10 shall affect or preclude the ability of any Holder to (i) file and prove such a claim in the event that Note 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 Holder’s outstanding Obligations.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation in respect of any Letter of Credit shall then 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 Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Obligations in respect of any Letter of Credit and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and the Administrative Agent and their respective agents and counsel) counsel and all other amounts due the Lenders and the Noteholders Administrative Agent under Sections 2.5 and 10.5) allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents Administrative Agent and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee Administrative Agent under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, Sections 2.5 and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise10.5. Nothing contained herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, or Lender to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized Lenders and Borrower hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on any of Borrower or any of the Guarantors) 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 proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its Administrative Agent and their agents and counselcounsel and all other amounts due Lenders, Administrative Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Administrative Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lenders or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. Further, nothing contained in this Section 9.10 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that 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.

Proofs of Claim. The Indenture Trustee is authorized In the event of any bankruptcy, insolvency or liquidation proceeding with respect to the Corporation, Payee agrees that if it fails to file a proof of claim for its Subordinated Indebtedness prior to 10 Business Days before the expiration of the time to file any such proof of claim, Payee hereby irrevocably appoints the senior agent under the Credit Agreement its agent and attorney-in-fact (i) to make, file and present for and on behalf of the holders of the Subordinated Indebtedness such proofs of claim claims against the Corporation on account of the Subordinated Indebtedness and other papers motions or documents pleadings as the senior agent may be deem expedient or proper and (ii) to vote such claims in such proceedings (in the name of the senior agent or the holders of the Subordinated Indebtedness as the senior agent may deem necessary or advisable in order advisable) upon the failure of Payee to have do so prior to 10 Business Days before the claims expiration of the Indenture Trustee (including time to vote any such claim; provided the senior agent shall have no obligation to make, file, present and/or vote any such proof of claim. In the event the senior agent votes any claim for the reasonable compensationin accordance with its authority granted hereby, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and Payee shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may not be entitled to receive change or withdraw such vote. Payee shall provide to Agent all information and documents necessary to present claims or seek enforcement as aforesaid. Payee agrees that it shall not take any action in any way so as to contest (i) the validity or the enforceability of the Credit Agreement, the Credit Documents, the Obligations or the liens and security interests to the extent granted to the Banks with respect to the Senior Indebtedness, (ii) the rights and duties of the Banks established in the Credit Agreement or any security documents with respect to such liens and security interests, or (iii) the validity or enforceability of this Note or any agreement or instrument to the extent evidencing or relating to the Senior Indebtedness and Payee agrees that it will not assert in any bankruptcy or insolvency proceeding whether in liquidation or under any plan claim that the assets of reorganization or arrangement or otherwise. Nothing herein contained the Payee shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder substantively consolidated with those of the rights Corporation or any similar claim which could have the effect of any Noteholder thereof, or to authorize making the Indenture Trustee to vote in respect assets of the claim Payee available to satisfy the liabilities of any Noteholder in any such proceedingthe Corporation.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Exposure and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and Administrative Agent and their respective agents and counselcounsel and all other amounts then due Lenders and Administrative Agent) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts then due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseAdministrative Agent. Nothing contained herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lender or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding.

Proofs of Claim. The Indenture Trustee is Each of the Holders of a Minimum Principal Amount (or its agent) and the Collateral Agent are authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Holders and the Collateral Agent, as applicable, (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Issuer Company (or any other obligor upon the NotesNotes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture TrusteeCollateral Agent and Holders of a Minimum Principal Amount, as administrative expenses associated with any such proceeding, and, and in the event that the Indenture Trustee Holders of a Minimum Principal Amount shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee any amount due to it the Holders of a Minimum Principal Amount or the Collateral Agent, as applicable, for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel, and any other amounts due to the Indenture Trustee Holders of a Minimum Principal Amount or the Collateral Agent under Section 6.07 hereofthis Agreement or any other Agreement Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof this Agreement or any other Agreement Documents out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee Collateral Agent or the Holders of a Minimum Principal Amount to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Notes or the rights of any Noteholder thereofHolder, or to authorize the Indenture Trustee Holders of a Minimum Principal Amount to vote in respect of the claim of any Noteholder Holder in any such proceeding.. ARTICLE 7 [INTENTIONALLY OMITTED]

Proofs of Claim. The Indenture Trustee is authorized Lenders and each Loan Party hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on any Loan Party or any other Person) shall be entitled and empowered, by intervention in such proceeding or otherwise at the direction of the Required Lenders: (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 from such Loan Party and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, Administrative Agent and other Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its Administrative Agent and other agents and counseltheir agents and counsel and all other amounts due Lenders, Administrative Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Administrative Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lenders or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. Further, nothing contained in this Section 9.10 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that 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.

Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, and its agents and counsel) and the Noteholders Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon Company, the Notes), its Company's creditors or its property the Company's property, to participate as a member, voting or otherwise, of any official committee of creditors appointed in such manner and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any custodian Custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 7.06 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Notes or the rights of any Noteholder thereofHolder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Proofs of Claim. The Indenture Trustee is and/or the Collateral Agent are authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Collateral Agent, and their respective agents and counsel) and the Noteholders Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its the Issuer's creditors or its the Issuer's property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder of a Note to make such payments to the Indenture TrusteeTrustee and the Collateral Agent, as administrative expenses associated with any such proceeding, and, and in the event that the Indenture Trustee and the Collateral Agent shall consent to the making of such payments directly to the Noteholder Holders of the Notes, to pay to the Indenture Trustee and the Collateral Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Collateral Agent, and their respective agents and counsel, and any other amounts due to the Indenture Trustee and the Collateral Agent under Section 6.07 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its the Collateral Agent, or their respective agents and counsel, and any other amounts due the Indenture Trustee and the Collateral Agent under Section 6.07 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that which the Noteholders Holders of the Notes may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Holder of a Note any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Notes or the rights of any Noteholder Holder of a Note thereof, or to authorize the Indenture Trustee or the Collateral Agent to vote in respect of the claim of any Noteholder Holder of a Note in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized Lenders and the Borrowers hereby agree that after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Borrower or any of the Guarantors, the Administrative Agent (irrespective of whether the principal of any Loan shall then 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 any of the Borrowers or any of the Guarantors) 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 proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders, Administrative Agent and other Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeLenders, its Administrative Agent and other agents and counseltheir agents and counsel and all other amounts due to the Lenders, Administrative Agent and other agents hereunder) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities Administrative Agent and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseagents hereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lenders or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding. Further, nothing contained in this Section 9.11 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.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower, any Subsidiary, or any Guarantor, Administrative Agent (irrespective of whether any Principal Debt shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and Administrative Agent and their respective agents and counselcounsel and all other amounts then due Lenders and Administrative Agent) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts then due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseAdministrative Agent. Nothing contained herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lender or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower or any Guarantor, Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Exposure and all other Obligations that are owing and unpaid and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its Lenders and Administrative Agent and their respective agents and counselcounsel and all other amounts then due Lenders and Administrative Agent) and the Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Lender to make such payments to the Indenture Trustee, as administrative expenses associated with any such proceeding, Administrative Agent and, in the event that the Indenture Trustee Administrative Agent shall consent to the making of such payments directly to the Noteholder Lenders, to pay to the Indenture Trustee Administrative Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Administrative Agent and its agents and counsel, and any other amounts then due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseAdministrative Agent. Nothing contained herein contained shall be deemed to authorize the Indenture Trustee Administrative Agent to authorize or consent to or accept or adopt on behalf of any Noteholder Lender any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder of Obligations or the rights of any Noteholder thereof, Lender or to authorize the Indenture Trustee Administrative Agent to vote in respect of the claim of any Noteholder Lender in any such proceeding.

Proofs of Claim. The Indenture Trustee is authorized Payee and each other holder from time to time of Subordinated Debt may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and the Noteholders Payee or such other holder allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes)Payor, its creditors or its property property. If the Payor or any other holder from time to time of Subordinated Debt files any claim, proof of claim or similar instrument in any judicial proceeding referred to above and all Senior Debt has not been irrevocably paid in full in cash, the Payor or such other holder shall (i) file such claim, proof of claim or similar instrument on behalf of the Creditors and the other holder or holders of the Senior Debt as such Finance Parties’ or other holder’s or holders’ interests may appear and (ii) take all such other actions as may be entitled appropriate to ensure that all payments and distributions made in respect of any such proceedings are made to the Administrative Agent, the Representative or the Derivatives Creditors or other Finance Parties, as applicable, and any other holder or holders of the Senior Debt as its or their interests may appear. Any term or provision of this Section 10 to the contrary notwithstanding, if any judicial proceeding referred to above is commenced by or against the Payor, and so long as all Senior Debt has not been irrevocably paid in full in cash: (i) the Administrative Agent, the Representative, the holders of at least 51% of the Derivatives Obligations or the Finance Parties, as applicable, or any other holder or holders of the Senior Debt or representatives thereof are hereby irrevocably authorized and empowered (in each case, in its own name, as administrative agent or representative on behalf of the Finance Parties or in the name of the Payee or any other holder or holders from time to collecttime of the Subordinated Debt or otherwise), but shall have no obligation, to (A) demand, ▇▇▇ for, collect and receive every payment or distribution received in respect of any such proceeding and distribute give acquittance therefor and to file claims and proofs of claims and (B) exercise any money voting rights otherwise attributable to the Payee or other property payable or deliverable on holders of the Subordinated Debt in any such claims proceeding; (ii) the Payee or such other holder or holders of the Subordinated Debt shall duly and promptly take, for the account of the Finance Parties and any custodian other holders or holders of the Senior Debt, such action as the Administrative Agent, the Representative, the holders of at least 51% of the Derivatives Obligations or the Finance Parties, as applicable, or other holder or holders of the Senior Debt or representatives thereof may request to collect all amounts payable by the Payor in respect of the Subordinated Debt and to file the appropriate claims or proofs of claim in respect of the Subordinated Debt; and (iii) the Payee and each other holder of Subordinated Debt shall, at the request of the Administrative Agent, the Representative, the holders of at least 51% of the Derivatives Obligations or the Finance Parties, as applicable, or other holder or holders of the Senior Debt or representatives thereof duly and promptly consent to or join in or stipulate its agreement with any action or position which the Finance Parties and each other holder of the Senior Debt may take in any such judicial proceeding referred to above, including, without limitation, such actions and positions as the Creditors may take with respect to requests for relief from the automatic stay, for authority to use cash collateral or to use, sell or lease other property of the estate, for assumption, assignment or rejection of any executory contract and to obtain credit. The Payee and each other holder from time to time of Subordinated Debt by its acceptance thereof hereby appoints the Administrative Agent, the Collateral Agent, the Representative, the holders of at least 51% of the Derivatives Obligations or the other Creditors, as applicable, or other holder or holders of the Senior Debt or representatives thereof as its agent(s) and attorney(s) in fact, all acts of such attorney(s) being hereby ratified and confirmed and such appointment(s), being coupled with an interest, being irrevocable until the Senior Debt is hereby authorized by each Noteholder irrevocably paid in full in cash, to make exercise the rights and file the claims referred to in this Section 10 and to execute and deliver any documentation necessary for the exercise of such payments rights or to file such claims. Notwithstanding anything to the Indenture Trusteecontrary contained herein, as administrative expenses associated neither the Payee nor any other holder of Subordinated Debt shall file any claim or take any action which competes or interferes with any such proceeding, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholder to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements rights and advances interests of the Indenture Trustee, its agents and counsel, and Finance Parties or any other amounts due to the Indenture Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances holders of the Indenture TrusteeSenior Debt under the Credit Agreement and other Finance Documents, its agents and counsel, and the Derivatives Agreements or any other amounts due agreement or instrument evidencing or securing the Indenture Trustee under Section 6.07 hereof out Senior Debt. Until the Senior Debt has been irrevocably paid in full in cash, neither the Payee nor any other holder of the estate Subordinated Debt will (in any such proceeding, shall be denied for any reason, payment proceeding of the same shall be secured by a Lien on, and shall be paid out of, type described in Section 2(a)) discharge all or any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Noteholder portion of the rights obligations of any Noteholder thereof, or to authorize the Indenture Trustee to vote Payor in respect of the claim Subordinated Debt, whether by forgiveness, receipt of any Noteholder in any such proceedingcapital stock, exercise of conversion privileges or otherwise, without the prior written consent of the Administrative Agent, the Representative, the holders of at least 51% of the Derivatives Obligations or the Finance Parties, as applicable, or the holder or holders of the Senior Debt.