Common use of Administrative Agent May File Proofs of Claim; Credit Bidding Clause in Contracts

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either Borrower) shall be entitled and empowered, by intervention in such 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, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 11.04) allowed in such judicial proceeding; and

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) In case of the pendency of any proceeding under any Debtor Relief Law bankruptcy, insolvency or any other similar judicial proceeding relative to any Loan Partythe Borrower, the 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 the Administrative Agent shall have made any demand on either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (ia) 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 Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Lenders and the Administrative Agent under Sections 2.03(h) and (i)Section 2.11, 2.09 and 11.04Section 2.12, Section 2.13 or Section 9.03) allowed in such judicial proceeding; andand (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise otherwise: (ia) 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.03(i), 2.09 and 11.04) allowed in such judicial proceeding; andand (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 99 CHAR1\1593539v8

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise otherwise: (ia) 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 Secured Obligations arising under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 11.04) allowed in such judicial proceeding; andand (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar 146 US-DOCS\136335661.3

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise otherwise: (ia) 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h) and (i2.04(i), 2.09 2.04(j), 2.10 and 11.04) allowed in such judicial proceeding; andand (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the 174

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) otherwise: 103 134956965_1 134956965_3 219. 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 11.0410.04) allowed in such judicial proceeding; andand 220. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise otherwise: (ia) 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuing Banks and the Administrative Agent under Sections 2.03(h) and (i), 2.09 2.08 and 11.04) allowed in such judicial proceeding; andand 106 #96922345v9

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 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, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 2.08, and 11.04) allowed in such judicial proceeding; andand (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) In case of the pendency of any proceeding under any Debtor Relief Law receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or any other judicial proceeding relative to any Loan PartyBorrower, the 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 the Administrative Agent shall have made any demand on either Borrowerthe Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise (ia) 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h2.04(h) and (i), 2.09 2.10 and 11.04) allowed in such judicial proceeding; andand (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 125 119482860_14 #193013499_v7

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 Term Loan or L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (ia) 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 Term Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Lenders and the Administrative Agent under Sections 2.03(h) Section 2.7 and (i), 2.09 and 11.0411.4) allowed in such judicial proceeding; andto collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the 107

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (ia) 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 Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h2.03(i) and (ij), 2.09 and 11.0410.04) allowed in such judicial proceeding; andand 140812225 v1

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) 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 L/C Obligation 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 either the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 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, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 2.09, 2.10(b) and 11.04) allowed in such judicial proceeding; andand (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

Administrative Agent May File Proofs of Claim; Credit Bidding. (a) In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Letter of Credit Obligation 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 either Borrowerthe Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise (ia) 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 Letter of Credit Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers Issuing Banks and the Administrative Agent Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers Issuing Banks and the Administrative Agent Agents and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers Issuing Banks and the Administrative Agent Agents under Sections 2.03(h) and (i2.10, 2.10(c), 2.09 10.2, 10.3, and 11.0410.5) allowed in such judicial proceeding; and