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 Neither the Existing RBL Secured Parties nor the Existing Second Lien Secured Parties will be required to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims any of the Indenture Trustee (including Cases or Successor Cases for 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 hereofherein. 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 The Debtors’ Existing RBL Stipulations shall be deemed to authorize constitute a timely filed proof of claim for 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 Existing RBL Secured Parties in respect of all Existing RBL Obligations and the Debtors’ Existing Second Lien Stipulations shall be deemed to constitute a timely filed proof of claim for the Existing Second Lien Secured Parties in respect of all Existing Second Lien Obligations. In addition, the Existing RBL Secured Parties, the DIP Secured Parties, and the Existing Second Lien Secured Parties will not be required to file any request for allowance and/or payment of any Noteholder administrative expenses, and this Order shall be deemed to constitute a timely filed request for allowance and/or payment of any Existing RBL Obligations and Existing Second Lien Obligations constituting administrative expenses or any DIP Obligations, as applicable. Notwithstanding any order entered by this Court in relation to the establishment of a bar date in any such proceeding.of the Cases or Successor Cases to the contrary, each of the Existing RBL Agent, for the benefit of itself and the other Existing RBL Secured Parties, the Existing Second Lien Agent, for the benefit of itself and the other Existing Second Lien Secured Parties, and the DIP Agent, for the benefit of itself and the other DIP Secured Parties, is hereby authorized and entitled, in its sole discretion, but not required, to file (and amend and/or supplement, in its discretion) in each of the Cases or Successor Cases (i) in the case of Existing RBL Agent, a proof of claim and/or aggregate proofs of claim in respect of any Existing RBL Obligations, (ii) in the case of each of the Existing RBL Agent and the DIP Agent, a request or aggregate requests for allowance and/or payment of any portion of the Existing RBL Obligations constituting administrative expenses or any DIP Obligations, as applicable, and (iii) in the case of the Existing Second Lien Agent, a proof of claim and/or aggregate proofs of claim in respect of any Existing Second Lien Obligations. This paragraph 17 shall in all regards remain subject to the Intercreditor Agreement. 579

Proofs of Claim. The Indenture Trustee is authorized Neither the Existing RBL Secured Parties nor the Existing Second Lien Secured Parties will be required to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims any of the Indenture Trustee (including Cases or Successor Cases for 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 hereofherein. 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 The Debtors’ Existing RBL Stipulations shall be deemed to authorize constitute a timely filed proof of claim for 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 Existing RBL Secured Parties in respect of all Existing RBL Obligations and the Debtors’ Existing Second Lien Stipulations shall be deemed to constitute a timely filed proof of claim for the Existing Second Lien Secured Parties in respect of all Existing Second Lien Obligations. In addition, the Existing RBL Secured Parties, the DIP Secured Parties, and the Existing Second Lien Secured Parties will not be required to file any request for allowance and/or payment of any Noteholder administrative expenses, and this Order shall be deemed to constitute a timely filed request for allowance and/or payment of any Existing RBL Obligations and Existing Second Lien Obligations constituting administrative expenses or any DIP Obligations, as applicable. Notwithstanding any order entered by this Court in relation to the establishment of a bar date in any such proceeding.of the Cases or Successor Cases to the contrary, each of the Existing RBL Agent, for the benefit of itself and the other Existing RBL Secured Parties, the Existing Second Lien Agent, for the benefit of itself and the other Existing Second Lien Secured Parties, and the DIP Agent, for the benefit of itself and the other DIP Secured Parties, is hereby authorized and entitled, in its sole discretion, but not required, to file (and amend and/or supplement, in its discretion) in each of the Cases or Successor Cases (i) in the case of Existing RBL Agent, a proof of claim and/or aggregate proofs of claim in respect of any Existing RBL Obligations, (ii) in the case of each of the Existing RBL Agent and the DIP Agent, a request or aggregate requests for allowance and/or payment of any portion of the Existing RBL Obligations constituting administrative expenses or any DIP Obligations, as applicable, and (iii) in the case of the Existing Second Lien Agent, a proof of claim and/or aggregate proofs of claim in respect of any Existing Second Lien Obligations. This paragraph 17 shall in all regards remain subject to the Intercreditor Agreement. 291

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 DIP Secured Parties and each of the Prepetition Secured Parties shall not be required to file proofs of claim in any of the Chapter 11 Cases or any Successor Cases for any claim against the Debtors for payment of the Prepetition Obligations arising under the Prepetition Debt Documents. The statements of claims in respect of such indebtedness set forth in this Interim Order, together with any evidence accompanying this Motion and presented at the Interim Hearing, are deemed sufficient to and do constitute proofs of claim in respect of such debt and such secured status. However, in order to facilitate the processing of claims, to ease the burden upon the Court and to reduce any unnecessary expense to the Debtors’ estates, each of the Prepetition RBL Agent, Prepetition FLMO Term Loan Agent, Prepetition FLLO Term Loan Agent and Prepetition Second Lien Collateral Trustee is authorized to file such proofs in the Debtors’ lead chapter 11 case In re California Resources Corporation, Case No. 20-33568 (DRJ), a master proof of claim on behalf of its respective Prepetition Secured Parties on account of any and other papers or documents as may be necessary or advisable in order to have all of their respective claims arising under the claims applicable Prepetition Debt Documents and hereunder (each, a “Master Proof of Claim”) against each of the Indenture Trustee (including any claim for Debtors. Upon the reasonable compensation, expenses, disbursements and advances filing 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 Master Proof of Claim, the Indenture Prepetition RBL Agent, Prepetition FLMO Term Loan Agent, Prepetition FLLO Term Loan Agent or Prepetition Second Lien Collateral Trustee, as administrative expenses associated with any such proceedingapplicable, 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 have filed a proof of claim in 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 amount set forth opposite its name therein in respect of its claims of any type or nature whatsoever with respect to the applicable Prepetition Debt Documents, and the claim of each applicable Prepetition Secured Party (and each of its successors and assigns) named in a Master Proof of Claim shall be treated as if such entity had filed a separate proof of claim in each of the Chapter 11 Cases. The Master Proofs of Claim shall not be required to identify whether any Noteholder such party acquired its claim from another party and the identity of any such party or to be amended to reflect a change in the holders of the claims set forth therein or a reallocation among such holders of the claims asserted therein resulting from the transfer of all or any portion of such claims. The Master Proofs of Claim shall not be required to attach any instruments, agreements or other documents evidencing the obligations owing by each of the Debtors to the applicable Prepetition Secured Parties. Any proof of claim filed by the Prepetition RBL Agent, Prepetition FLMO Term Loan Agent, Prepetition FLLO Term Loan Agent or Prepetition Second Lien Collateral Trustee shall be deemed to be in addition to and not in lieu of any other proof of claim that may be filed by any of the Prepetition Secured Parties. Any order entered by the Court in relation to the establishment of a bar date in any such proceedingof the Chapter 11 Cases or Successor Cases shall not apply to the DIP Secured Parties or Prepetition Secured Parties.

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, xxx 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 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 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, xxx 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 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 hereofhereunder. 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. (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 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 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 DIP Secured Parties and each of the Prepetition Secured Parties shall not be required to file proofs of claim in any of the Chapter 11 Cases or any Successor Cases for any claim against the Debtors for payment of the Prepetition Obligations arising under the Prepetition Debt Documents. The statements of claims in respect of such indebtedness set forth in this Interim Order, together with any evidence accompanying this Motion and presented at the Interim Hearing, are deemed sufficient to and do constitute proofs of claim in respect of such debt and such secured status. However, in order to facilitate the processing of claims, to ease the burden upon the Court and to reduce any unnecessary expense to the Debtors’ estates, each of the Prepetition RBL Agent, Prepetition FLMO Term Loan Agent, Prepetition FLLO Term Loan Agent and Prepetition Second Lien Collateral Trustee is authorized to file such proofs in the Debtors’ lead chapter 11 case In re California Resources Corporation, Case No. __-____ (___), a master proof of claim on behalf of its respective Prepetition Secured Parties on account of any and other papers or documents as may be necessary or advisable in order to have all of their respective claims arising under the claims applicable Prepetition Debt Documents and hereunder (each, a “Master Proof of Claim”) against each of the Indenture Trustee (including any claim for Debtors. Upon the reasonable compensation, expenses, disbursements and advances filing 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 Master Proof of Claim, the Indenture Prepetition RBL Agent, Prepetition FLMO Term Loan Agent, Prepetition FLLO Term Loan Agent or Prepetition Second Lien Collateral Trustee, as administrative expenses associated with any such proceedingapplicable, 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 have filed a proof of claim in 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 amount set forth opposite its name therein in respect of its claims of any type or nature whatsoever with respect to the applicable Prepetition Debt Documents, and the claim of each applicable Prepetition Secured Party (and each of its successors and assigns) named in a Master Proof of Claim shall be treated as if such entity had filed a separate proof of claim in each of the Chapter 11 Cases. The Master Proofs of Claim shall not be required to identify whether any Noteholder such party acquired its claim from another party and the identity of any such party or to be amended to reflect a change in the holders of the claims set forth therein or a reallocation among such holders of the claims asserted therein resulting from the transfer of all or any portion of such claims. The Master Proofs of Claim shall not be required to attach any instruments, agreements or other documents evidencing the obligations owing by each of the Debtors to the applicable Prepetition Secured Parties. Any proof of claim filed by the Prepetition RBL Agent, Prepetition FLMO Term Loan Agent, Prepetition FLLO Term Loan Agent or Prepetition Second Lien Collateral Trustee shall be deemed to be in addition to and not in lieu of any other proof of claim that may be filed by any of the Prepetition Secured Parties. Any order entered by the Court in relation to the establishment of a bar date in any such proceedingof the Chapter 11 Cases or Successor Cases shall not apply to the DIP Secured Parties or Prepetition Secured Parties.

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 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 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 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 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 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 hereofSECTION 7.07. 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 hereof SECTION 7.07 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; PROVIDED that the Trustee may be a member of a creditors' or similar committee.

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 Amended and Restated Revolving Credit Agreement 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.