Common use of Insolvency Proceedings Clause in Contracts

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j).

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law Any Insolvency Proceeding shall be commenced by or against the any Borrower or any other Loan Party at of its Significant Subsidiaries (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”); an Insolvency Proceeding is commenced against any Borrower or any of its Significant Subsidiaries (or any group of Subsidiaries, that when taken together, would meet the definition of “Significant Subsidiary”) and any of the following events occur: such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) consents to the institution of the Insolvency Proceeding against it, the petition commencing the Insolvency Proceeding is not timely controverted by such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”), the petition commencing the Insolvency Proceeding is not dismissed within sixty (60) days after the date of the filing thereof (provided that, in any event, during the pendency of any such period, Lenders shall be relieved from their obligation to make Loans or otherwise extend credit to or for the benefit of Borrowers hereunder), a time when such Lender trustee or receiver (on an interim or permanent basis) or similar official is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers appointed to take possession of all or a substantial portion of the Administrative Agent to vote on behalf Properties of such Affiliated Lender with respect Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) or to the Term Loans held by such Affiliated Lender in operate all or any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction substantial portion of the Administrative Agentbusiness of such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) or an order for relief shall have been issued or entered in connection with such Insolvency Proceeding; or any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under of its Significant Subsidiaries (or any law relating group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) shall make an offer of settlement extension or composition to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j)its unsecured creditors generally.

Insolvency Proceedings. Notwithstanding anything Each Affiliated Lender, solely in this Agreement or the other Loan Documents to the contraryits capacity as a holder of any Loans, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Credit Party at a time when such Lender is an Affiliated Lendershall be subject to any insolvency proceeding, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case (A) such Affiliated Lender shall not (i) vote with respect in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Term Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative AgentLenders) in connection with any plan of reorganization to the extent any hereunder, unless such plan of reorganization proposes to treat any the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar the Obligations or claims held by Lenders that are not Affiliates Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the Borroweroutstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. The For the avoidance of doubt, the Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(jclause (C) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary Credit Party has filed for protection under any debtor relief law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicableCredit Party. Each Affiliated Lender hereby irrevocably appoints the The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Affiliated LenderPerson’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender Person and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have)Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote on behalf of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as set forth per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this Section 11.07(jclause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Notwithstanding anything This Agreement shall continue in this Agreement or full force and effect after the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced filing by or against any Obligor of a petition under the Borrower U.S. Bankruptcy Code (the “Code”) or in the event of any other insolvency proceeding or readjustment of any or all of the debts of any Obligor including an assignment for the benefit of creditor, the appointment of a receiver for any Obligor’s business or assets, a composition or arrangement, or any other Loan Party at action or proceeding involving the dissolution or winding up of the affairs of any Obligor’s business or assets (individually and collectively, an “Insolvency Proceeding”). All references herein to any Obligor shall be deemed to apply to a time when trustee for such Obligor’s bankruptcy estate and to such Obligor as debtor in possession. If any Obligor becomes subject to a case under the Code and if Lender is desires to permit the use of its cash collateral and/or to provide post-petition financing to such Obligor, Creditor agrees as follows: (i) adequate notice to Creditor shall be deemed to have been provided for such use of cash collateral or post-petition financing if Creditor receives notice as provided under applicable local rules or pursuant to an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers order of the Administrative Agent to vote on behalf of such Affiliated Lender bankruptcy court with respect to a hearing on a request to approve such use of cash collateral or post-petition financing; and (ii) no objection shall be raised by Creditor to any such use of cash collateral or post-petition financing on any ground. Creditor agrees that no objection shall be raised by Creditor to any motion made by Lender and/or such Obligor: (a) to allow the Term Loans held sale of the Lender’s Senior Collateral free and clear of all liens pursuant to §363 of the Code, and Creditor consents to such sale; (b) for relief from the automatic stay under the Code to foreclose upon and sell any of Lender’s Senior Collateral; or (c) seeking adequate protection under the Code. Lender also agrees that no objection shall be raised by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to voteany motion made by Creditor and/or such Obligor; (a) to allow the sale of the Creditor’s Senior Collateral free and clear of all liens pursuant to §363 of the Code, in which case and Lender consents to such Affiliated Lender shall vote with respect sale; (b) for relief from the automatic stay under the Code to foreclose upon and sell any of Creditor’s Senior Collateral; or (c) seeking adequate protection under the Code. Without Lender’s prior written consent, Creditor agrees that it will not seek to provide post-petition financing secured by liens on Lender’s Senior Collateral that are pari passu or senior to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction liens of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j).

Insolvency Proceedings. In the event of any Insolvency Proceeding, the Junior Lenders will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower and/or the General Partner in respect of the Junior Lender Claim and will hold in trust for the Agent and the Term Loans B Agent and promptly pay over to the Agent in the form received (except for the endorsement of the Junior Lenders where necessary), for application to the Senior Lender Claim, any and all moneys, dividends or other assets received in any such proceedings on account of the Junior Lender Claim, unless and until the Senior Lender Claim has been paid in full in cash; provided, however, that the Junior Lenders shall be entitled to receive and retain Reorganization Securities. If the Junior Lenders shall fail to take any such action, the Agent, as attorney-in-fact for the Junior Lenders, may take such action on the Junior Lenders’ behalf. The Junior Lenders hereby irrevocably appoint the Agent, or any of its officers or employees on behalf of the Agent, as the attorney-in-fact for the Junior Lenders, upon the Junior Lenders’ default of their undertakings herein, to demand, xxx for, collect, and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and to take such other action in the Agent’s own name or in the name of the Junior Lenders as the Agent may deem necessary or advisable for the enforcement of the agreements contained herein; and the Junior Lenders will execute and deliver to the Agent and the Term Loans B Agent such other and further powers-of-attorney or instruments as the Agent or the Term Loans B Agent may request in order to accomplish the foregoing. Subject to the term and conditions of this Agreement, the Junior Lenders agree that the Agent and the Banks, and the Term Loans B Agent and the Term Loans B Bank, may consent to the use of cash collateral or provide financing to the Borrower on such terms and conditions and in such amounts as they, in their sole but reasonable discretion, may decide and that, in connection with such cash collateral usage or such financing, the Borrower, the other Loan Parties and/or the Limited Partners (or a trustee appointed for the estate of them or any of them) may grant to the Agent and the Banks, and the Term Loans B Agent and the Term Loans B Banks, as the case may be, security interests and liens which (a) shall secure payment of the Senior Lender Claim (whether any portion of the Senior Lender Claim arose prior to the commencement of the Insolvency Proceeding or arises thereafter); and (b) shall be superior in priority to the security interests and liens, if any, held by the Junior Lenders on any assets of the Borrower, the other Loan Parties and/or the Limited Partners (provided that such security interests and liens granted to the Term Loans B Agent and the Term Loans B Banks shall be junior and subordinate to the security interests and liens of the Agent and the Banks as provided in, and shall otherwise be subject to, the terms and provisions of the Term Loans B Intercreditor Agreement). All allocations of payments between (i) the Agent and the Term Loans B Agent and (ii) the Junior Lenders shall, subject to any court order, continue to be made after the commencement of an Insolvency Proceeding on the same basis that the payments were to be allocated prior to the date of such commencement. The Junior Lenders waive any claim they may now or hereafter have arising out of the Agent’s and the Banks’ or the Term Loans B Agent’s and the Term Loans B Banks’ election, in any Insolvency Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest or lien under Section 364 of the Bankruptcy Code by the Borrower, the other Loan Parties and/or the Limited Partners, as debtor(s) in possession. The Junior Lenders agree not to initiate or prosecute any action or other proceeding (A) challenging the enforceability of the Senior Lender Claim, (B) challenging the enforceability of any of the security interests or liens on assets securing all or any part of the Senior Lender Claim (including, without limitation, the Collateral), or (C) asserting any claim which the Borrower, the other Loan Parties and/or the Limited Partners may hold with respect to the Agent or the Banks or the Term Loans B Agent or the Term Loans B Banks. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender Junior Lenders shall be entitled to vote receive and retain any Reorganization Securities issued in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely Insolvency Proceeding in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated the Junior Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j)Claim.

Insolvency Proceedings. Notwithstanding anything The Administrative Agent has the right and is hereby empowered to vote the full amount of the Subordinated Debt in this Agreement any insolvency or receivership proceeding, any proceeding under the Bankruptcy Code or any other Loan Documents proceeding under any bankruptcy or insolvency law or laws relating to the contraryrelief of debtors, each Affiliated Lender readjustment of indebtedness, reorganizations, compositions, or extensions that may be brought by or against the Borrower, Maker or any affiliate thereof and at any meeting of creditors of the Borrower, Maker or any affiliate thereof whether or not the meeting is not an Affiliated Debt Fund hereby agrees that, if held in a proceeding under any Debtor Relief Law shall be commenced by insolvency, bankruptcy or against similar laws (an "INSOLVENCY PROCEEDING"). In any of the Borrower foregoing proceedings or at any other Loan Party at a time when such Lender is an Affiliated Lenderof the foregoing meetings, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction Subordinated Debt as the holders of the Administrative Agent) Senior Debt in connection with any plan of reorganization their sole good faith discretion shall determine without regard to the extent any such plan interests of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender anyone other than the proposed treatment of similar Obligations held by Lenders that are not Affiliates holders of the BorrowerSenior Debt. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) In any of the United States Bankruptcy Codeforegoing proceedings, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent for the holders of the Senior Debt (pursuant to the instructions of the holders of the Senior Debt) shall be entitled to collect and enforce the Subordinated Debt and to receive any distributions, dividends or other payments on the Subordinated Debt by filing such appointment claim, proof of debt or proof of claim as appropriate in the proceeding, in the name of the holders of Senior Debt or the name of Payee. The Administrative Agent for the holders of the Senior Debt and any officer or employee designated by the Administrative Agent for that purpose is hereby constituted and appointed attorney-in-fact for Payee with full power (which power, being coupled with an interest, shall be irrevocable so long as this SECTION 11 is in effect) as such Affiliated Lender’s attorney-in-fact, with full authority to vote the Subordinated Debt in any of the place foregoing proceedings and stead at any meeting of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action Maker's creditors and to execute file any instrument that 158 claim, proof of debt or proof of claim in any such proceeding, and to compromise, settle and to give releases for any of the Administrative Agent may deem reasonably necessary Subordinated Debt, and to vote endorse Payee's name on behalf of such Affiliated Lender any instruments given as set forth a payment on or distribution in this Section 11.07(j)connection with the Subordinated Debt.

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization or arrangement or proposal to the extent any such plan of reorganization or arrangement or proposal proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j10.07(j) and the related provisions set forth in each Assignment and Assumption entered 226 into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy CodeCode or any other applicable Debtor Relief Law, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency insolvency, arrangement, receivership or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j10.07(j).

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j10.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j10.07(j).

Insolvency Proceedings. Notwithstanding anything in this Agreement If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, arrangements with creditors (whether or the not pursuant to bankruptcy or other Loan Documents to the contraryinsolvency laws), each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lendermarshalling of the assets and liabilities of Borrower (“Insolvency Proceeding”), such Affiliated Lender irrevocably authorizes and empowers (i) no amount shall be paid by Borrower in respect of the Administrative Agent to vote on behalf of such Affiliated Lender principal or other amounts due with respect to the Term Loans held Subordinated Indebtedness at the time outstanding, unless and until the principal of and interest on the Senior Indebtedness then outstanding shall be paid in full, (ii) no claim or proof of claim shall be filed with Borrower by or on behalf of Holder that shall assert any right to receive any payments in respect of the principal of and interest on the Subordinated Indebtedness except subject to the payment in full of the principal of and interest on all of the Senior Indebtedness then outstanding, and (iii) any payment or distribution of any kind or character that may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the holders of the Senior Indebtedness for application in payment thereof, unless and until all principal and interest on all Senior Indebtedness shall have been paid in full or such Affiliated payment shall have been provided for. In the event of any Insolvency Proceeding, the Lender will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Lender where necessary) for application to the then-existing Senior Indebtedness, any manner and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Indebtedness has been paid in full and the Senior Lender’s lien in the Administrative Agent’s sole discretion, unless Collateral has been terminated. If the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect fail to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent take any such plan of reorganization proposes to treat any Obligations held by action, the Senior Lender, as attorney-in-fact for the Lender, may take such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than action on the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the BorrowerLender’s behalf. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Lender (such which appointment being is coupled with an interest) as with the power but not the duty to demand, sue for, collect and receive any and all such Affiliated moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and own name or in the name of such Affiliated the Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated as the Senior Lender may otherwise have)deem necessary or advisable for the enforcement of the agreements contained herein; and the Lender will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to Borrower, from time the Lender shall not object to time in the Administrative Agent’s discretion to take any action and to execute any instrument same or assert that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j).its interests are not being adequately protected. 5 11.5

Insolvency Proceedings. Notwithstanding anything in this Agreement If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, arrangements with creditors (whether or the not pursuant to bankruptcy or other Loan Documents to the contraryinsolvency laws), each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lendermarshalling of the assets and liabilities of Borrower (“Insolvency Proceeding”), such Affiliated Lender irrevocably authorizes and empowers (i) no amount shall be paid by Borrower in respect of the Administrative Agent to vote on behalf of such Affiliated Lender principal or other amounts due with respect to the Term Loans held Subordinated Indebtedness at the time outstanding, unless and until the principal of and interest on the Senior Indebtedness then outstanding shall be paid in full, (ii) no claim or proof of claim shall be filed with Borrower by or on behalf of Holder that shall assert any right to receive any payments in respect of the principal of and interest on the Subordinated Indebtedness except subject to the payment in full of the principal of and interest on all of the Senior Indebtedness then outstanding, and (iii) any payment or distribution of any kind or character that may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the holders of the Senior Indebtedness for application in payment thereof, unless and until all principal and interest on all Senior Indebtedness shall have been paid in full or such Affiliated payment shall have been provided for. In the event of any Insolvency Proceeding, the Lender will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Lender where necessary) for application to the then-existing Senior Indebtedness, any manner and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Indebtedness has been paid in full and the Senior Lender’s lien in the Administrative Agent’s sole discretion, unless Collateral has been terminated. If the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect fail to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent take any such plan of reorganization proposes to treat any Obligations held by action, the Senior Lender, as attorney-in-fact for the Lender, may take such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than action on the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the BorrowerLender’s behalf. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Lender (such which appointment being is coupled with an interest) as with the power but not the duty to demand, sue for, collect and receive any and all such Affiliated moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and own name or in the name of such Affiliated the Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated as the Senior Lender may otherwise have)deem necessary or advisable for the enforcement of the agreements contained herein; and the Lender will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to Borrower, from time the Lender shall not object to time in the Administrative Agent’s discretion to take any action and to execute any instrument same or assert that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j)its interests are not being adequately protected.

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the a Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the BorrowerBorrowers. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States U.S. Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Holdings GP, a Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Holdings GP, such Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j).

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund Disqualified Lxxxxx hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated a Disqualified Lender, such Affiliated Lender Disqualified Lxxxxx irrevocably authorizes agrees (i) not to vote in any such proceeding, (ii) if such Disqualified Lxxxxx does vote in such proceeding notwithstanding the restriction in the foregoing clause (i), such vote will be deemed not to be in good faith and empowers shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Bankruptcy Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and (iii) not to contest any request by any party for a determination by a court of competent jurisdiction effectuating the foregoing clause (ii). Each Disqualified Lxxxxx hereby irrevocably appoints the Administrative Agent to vote on behalf (such appointment being couple with an interest) as such Disqualified Lxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender with respect Disqualified Lxxxxx and in the name of such Disqualified Lender, from time to the Term Loans held by such Affiliated Lender in any manner time in the Administrative Agent’s sole discretion, unless discretion to take any action and execute any instrument that the Administrative Agent instructs may deem reasonably necessary or appropriate to carry out the provisions of this Section, including to ensure that any vote of such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and Disqualified Lxxxxx’s on any proceeding is withdrawn or otherwise not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrowercounted. The Lenders and each Affiliated Disqualified Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(jclause (g) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, Code and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or of any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j).

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j10.07(j) and the related provisions set forth in each Affiliated Lender Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j10.07(j).

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, During any Affiliated Lender Adjustment Period each Affiliated Lender, solely in its capacity as a Lender, hereby agrees, and such Affiliated Lender that is not an Affiliated Debt Fund hereby agrees shall provide upon request by the Agent (at the direction of the Required Lenders) a confirmation that, if a proceeding under any Debtor Relief Law Loan Party shall be commenced by or against the Borrower or subject to any other Loan Party at a time when such Lender is an Affiliated LenderInsolvency Proceeding, (i) such Affiliated Lender irrevocably authorizes and empowers (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the Administrative exercise of any right or the taking of any action by the Agent (or the taking of any action by a third party that is supported by the Agent) in relation to vote on behalf such Affiliated Lender’s claim with respect to its Loans (including objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders, (ii) with respect to any matter requiring the Term vote of Lenders during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Loans held by such Affiliated Lender in (and any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote claim with respect thereto) shall be deemed assigned for all purposes to the Term Loans held by it as the Administrative Agent directs; provided that Agent, which shall cast such Affiliated Lender shall be entitled to vote in accordance with clause (b) above (without regard to clauses (i) through (iii) of the proviso to such clause (b)), and (iii) such Affiliated Lender (in its sole discretion (and not capacity as such) shall otherwise give or refrain from giving any consent in accordance with any such Insolvency Proceeding at the direction of the Administrative Agent) in connection with any plan Required Lenders. In furtherance of reorganization the foregoing, and to the extent not otherwise assigned or deemed assigned to the Agent, during any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and Adjustment Period, each Affiliated Lender agrees during any Insolvency Proceeding that is not an Affiliated Debt Fund agree it shall vote the portion of its Loans (and acknowledge that the provisions set forth any claim with respect thereto) in this Section 11.07(jaccordance with clause (b) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(aabove (without regard to clauses (i) through (iii) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating proviso to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent clause (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise haveb), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j).

Insolvency Proceedings. Notwithstanding anything No Secured Party shall commence, file, institute, petition (either by itself or in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or conjunction with any other Loan Party at a time when such Lender is an Affiliated LenderPer- son), such Affiliated Lender irrevocably authorizes and empowers or join any Person in the foregoing, or otherwise initiate or cause any other Person to initiate, or facilitate or acquiesce in commencement of, or file any motion or objection or other papers in, any Insolvency Proceeding affecting Borrower, unless Administrative Agent requests such Secured Party to vote do so consistently with this Agreement. Each Se- cured Party shall, on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretionrequest, unless the execute, verify, de- liver, and file in a prompt and timely manner any proofs of claim, con- sents, assignments, or other acts or documents necessary or appropriate for Enforcement. By signing this Agreement, each Secured Party irrevo- cably assigns to Administrative Agent instructs all claims and rights of such Affiliated Lender Se- 100. The drafter may edit based on treatment of Additional Advances. Conform all references to voteAdditional Advances. Check definitions in Loan Agreement. 101. Administrative Agent and Lenders may want to assure that any Separate Swap Collateral comes from Borrower’s Affiliates rather than Borrower, to satisfy “single purpose entity” principles as they relate to Borrower. Administrative Agent would also want to limit the Affiliate’s rights of indemnity, reimbursement, or subrogation. Borrower’s delivery of Separate Swap Collateral may complicate Borrower’s affairs and increase the likelihood and complexity of an Insolvency Proceeding. The typical transaction will not involve Separate Swap Collateral, so the drafter can delete all provisions that address it. cured Party in which case any Borrower Insolvency Proceeding, and authorizes Se- cured Party to exercise such Affiliated Lender shall vote with respect claims and rights (to the Term Loans held by it as exclusion of the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote assignor) in accordance with its sole discretion this Agreement. All Secured Parties ac- knowledge that such assignment, and the terms of this Agreement, bene- fit all Secured Parties, including each assignor. If any Secured Party seeks to exercise individually any claim or right in any Borrower Insolvency Pro- ceeding (and not except in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take directions), or otherwise violates this paragraph, then such Secured Party shall In- demnify all other Secured Parties regarding any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf loss they suffer as a result of such Affiliated Lender as set forth in this Section 11.07(j)Secured Party’s actions.102 The fact that any court authorizes an individual Secured Party’s actions shall not excuse such Secured Party from the foregoing Indemnity obligations.

Insolvency Proceedings. Notwithstanding anything The Administrative Agent has the right and is hereby empowered to vote the full amount of the Subordinated Debt in this Agreement any insolvency or receivership proceeding, any proceeding under the Bankruptcy Code or any other Loan Documents proceeding under any bankruptcy or insolvency law or laws relating to the contraryrelief of debtors, each Affiliated Lender readjustment of indebtedness, reorganizations, compositions, or extensions that may be brought by or against the Borrower, Maker or any affiliate thereof and at any meeting of creditors of the Borrower, Maker or any affiliate thereof whether or not the meeting is not an Affiliated Debt Fund hereby agrees that, if held in a proceeding under any Debtor Relief Law shall be commenced by insolvency, bankruptcy or against similar laws (an "INSOLVENCY PROCEEDING"). In any of the Borrower foregoing proceedings or at any other Loan Party at a time when such Lender is an Affiliated Lenderof the foregoing meetings, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction Subordinated Debt as the holders of the Administrative Agent) Senior Debt in connection with any plan of reorganization their sole good faith discretion shall determine without regard to the extent any such plan interests of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender anyone other than the proposed treatment of similar Obligations held by Lenders that are not Affiliates holders of the BorrowerSenior Debt. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) In any of the United States Bankruptcy Codeforegoing proceedings, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent for the holders of the Senior Debt (pursuant to the instructions of the holders of the Senior Debt) shall be entitled to collect and enforce the Subordinated Debt and to receive any distributions, dividends or other payments on the Subordinated Debt by filing such appointment claim, proof of debt or proof of claim as appropriate in the proceeding, in the name of the holders of Senior Debt or the name of Payee. The Administrative Agent for the holders of the Senior Debt and any officer or employee designated by the Administrative Agent for that purpose is hereby constituted and appointed attorney-in-fact for Payee with full power (which power, being coupled with an interest, shall be irrevocable so long as this SECTION 11 is in effect) as such Affiliated Lender’s attorney-in-fact, with full authority to vote the Subordinated Debt in any of the place foregoing proceedings and stead at any meeting of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action Maker's creditors and to execute file any instrument that claim, proof of debt or proof of claim in any such proceeding, and to compromise, settle and to give releases for any of the Administrative Agent may deem reasonably necessary Subordinated Debt, and to vote endorse Payee's name on behalf of such Affiliated Lender any instruments given as set forth a payment on or distribution in this Section 11.07(j)connection with the Subordinated Debt.

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law In case there shall be commenced by or against pending, relative to the Borrower or any other Loan Party at obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a time when receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such Lender is an Affiliated Lenderother obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors on the part of such Affiliated Lender irrevocably authorizes former Agent or any of the parties to this Agreement. If no such successor shall have been so appointed by the Required Lenders and empowers shall have accepted such appointment within 30 days after the Administrative retiring Agent to vote gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth in this Agreement. Whether or not a successor has been appointed, such Affiliated Lender resignation shall become effective in accordance with respect such notice on the Resignation Effective Date. With effect from the Resignation Effective Date (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and (ii) except for any indemnity payments owed to the Term retiring Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Agent directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (other than liabilities of such retiring or removed Agent arising from or related to acts or omissions of such Agent prior to such acceptance and other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents. Any Lender Agent may resign as Lender Agent upon ten days’ notice to the Lenders in its Lender Group and the Agent (with a copy to the Borrower) with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Lender Agent pursuant to this Section 14.8. If a Lender Agent shall resign as Lender Agent under this Agreement, then Lenders in its Lender Group holding greater than 50% of the outstanding Loans held by such Affiliated Lender in Group shall appoint a successor agent for such Lender Group. After any manner Note Agent’s resignation hereunder, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Note Agent under this Agreement. No resignation of any Lender Agent shall become effective until a successor Lender Agent shall have assumed the responsibilities and obligations of such Lender Agent hereunder; provided, that in the Administrative Agent’s sole discretion, unless the Administrative event a successor Lxxxxx Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in appointed within 60 days after such notice of its resignation is given as permitted by this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings14.8, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j)petition a court for its removal.

Insolvency Proceedings. Notwithstanding anything Each Affiliated Lender, solely in this Agreement or the other Loan Documents to the contraryits capacity as a holder of any Loans, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Credit Party at a time when such Lender is an Affiliated Lendershall be subject to any insolvency proceeding, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case (A) such Affiliated Lender shall not (i) vote with respect in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Term Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative AgentLenders) in connection with any plan of reorganization to the extent any hereunder, unless such plan of reorganization proposes to treat any the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar the Obligations or claims held by Lenders that are not Affiliates Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Xxxxxxx (exclusive of all Affiliated Lenders) holding a majority of the Borroweroutstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. The For the avoidance of doubt, the Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(jclause (C) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary Credit Party has filed for protection under any debtor relief law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicableCredit Party. Each Affiliated Lender hereby irrevocably appoints the The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Affiliated LenderPerson’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender Person and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have)Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote on behalf of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as set forth per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this Section 11.07(jclause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Notwithstanding anything The Agent shall have the right and is hereby empowered to vote the full amount of the Subordinated Debt in this Agreement any insolvency or receivership proceeding, any proceeding under the Bankruptcy Code or any other Loan Documents proceeding under any bankruptcy or insolvency law or laws relating to the contraryrelief of debtors, each Affiliated Lender that readjustment of indebtedness, reorganizations, compositions or extensions which may be brought by or against any Company and at any meeting of creditors of any Company whether or not such meeting is not an Affiliated Debt Fund hereby agrees that, if held in a proceeding under any Debtor Relief Law shall be commenced by insolvency, bankruptcy or against similar laws. In any of the Borrower foregoing proceedings or at any other Loan Party at a time when such Lender is an Affiliated Lenderof the foregoing meetings, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote the Subordinated Debt as the Agent in accordance with its sole good faith discretion (and not in accordance with shall determine without regard to the direction interests of anyone other than the Agent. In any of the Administrative foregoing proceedings, the Agent shall be entitled to collect and enforce the Subordinated Debt and to receive any distributions, dividends or other payments upon the Subordinated Debt by filing such claim, proof of debt or proof of claim as appropriate in the proceeding, in the Agent) in connection with any plan of reorganization to ’s name or the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the BorrowerSubordinated Creditor’s name. The Lenders Agent and each Affiliated Lender that any officer or employee designated by the Agent for such purpose is not an Affiliated Debt Fund agree hereby constituted and acknowledge that appointed attorney-in-fact for the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated bySubordinated Creditor with full power (which power, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest, shall be irrevocable so long as this Agreement is in effect) to vote the Subordinated Debt in any of the foregoing proceedings and at any meeting of either Company’s creditors and to file any claim, proof of debt or proof of claim in any such proceeding, and to compromise, settle and to give releases for any of the Subordinated Debt, and to endorse the Subordinated Creditor’s name upon any instruments given as such Affiliated Lender’s attorney-in-facta payment on or distribution in connection with the Subordinated Debt. Without limiting the generality of the foregoing, with full authority the Subordinated Creditor agrees that in any of the place and stead foregoing proceedings it shall have no right to seek relief from the automatic stay, seek adequate protection, or request the marshalling of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect assets of any other claim or status such Affiliated Lender may otherwise have), from time to time in of the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j)Companies.

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j11.07(k) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf carry out the provisions of such Affiliated Lender as set forth in this Section 11.07(j11.07(k).

Insolvency Proceedings. Notwithstanding anything Section 15(a) and (b) of the Intercreditor ---------------------- Agreement are hereby amended to state in this Agreement or their entirety as follows: (a) Until the other US Obligations and the UK Obligations shall have been paid in full, any distribution of any kind made in any Insolvency Proceeding of a Loan Documents to Party on account of the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law Shared Collateral shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes allocated and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not distributed in accordance with the direction provisions of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 and in the Administrative Agentevent, for whatever reason, such a distribution does not occur, the party receiving any portion of a distribution made in violation of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 shall hold 2 <PAGE> such position in trust consistent with the provisions of Section 13 hereof and shall promptly deliver such portion to the party that should have instead received it pursuant to Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 to then be further distributed by such party as provided in Section 3 hereof (or Section 33 hereof, if that latter provision should be applicable) but subject to Section 9. Without limiting the generality of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 or of any other provision of this Intercreditor Agreement, if, in any Insolvency Proceeding of any Loan Party, a party hereto obtains a cash or other payment in connection with any asserted or determined impairment to its interest in any of the Shared Collateral or otherwise as a form of "adequate protection" of its interest in any of the Shared Collateral, such payment shall be deemed, for purposes of this Intercreditor Agreement, to be Net Proceeds of Shared Collateral and such party shall thereupon redistribute such payment in accordance with the priority of payment set forth in Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9. (b) Each party may file in any Insolvency Proceeding of any Loan Party proofs of claim and other motions and pleadings with respect to its claims and liens and security interests, if and only if consistent with the terms hereof and the limitations of such party imposed hereby. Consistent with, but not in limitation of, the foregoing, each party expressly reserves: (i) its right to vote in any Insolvency Proceeding of any Loan Party; (ii) any and all of its claims or defenses in favor of or in opposition to any plan of reorganization to proposed for any Loan Party in an Insolvency Proceeding; and (iii) any and all of its claims, rights, powers and/or remedies under any law governing the extent Loan Party that any other creditor with security interests and liens in the assets of the Loan Party would have; provided, however, each party expressly agrees that -------- ------- it shall exercise all of such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender claims, rights, powers, and or remedies in a manner that is less favorable consistent with the provisions of this Intercreditor Agreement and that it shall not exercise (and it shall be expressly prohibited from exercising) any such claims, rights (including, without limitation, any right to vote its claim to accept or reject any plan of reorganization for any Loan Party), powers, and/or remedies in any material respect a manner that is intended to such Affiliated Lender than deprive or that has the proposed treatment likely effect of similar Obligations held by Lenders that are not Affiliates depriving other parties of the Borrowerbenefits of this Intercreditor Agreement (and any such exercise shall be deemed to be null and void). The Lenders and each Affiliated Lender Each party shall have the right to enforce the provisions of this Intercreditor Agreement (including the provisions of this Section 15(b)) in an Insolvency Proceeding of any Loan Party. Without limiting the generality of the foregoing, no party shall have the right to waive or fail to assert its claims or to support a plan of reorganization that provides for a priority of distribution that is not an Affiliated Debt Fund agree and acknowledge that inconsistent with the provisions set forth of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) Insolvency Proceeding of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender Loan Party and in the name event that US Agent reasonably determines that any member of the UK Lender Group, or that the UK Agent reasonably determines that any member of the US Lender Group, may be on the verge of doing so in any Insolvency Proceeding of any Loan Party, the US Agent or the UK Agent (as the case may be) shall be deemed to be the assignee (and thus the holder) of such Affiliated Lender claim and shall have the right to assert and vote (solely including pursuant to a deemed power of attorney) such claim in respect of Term Loans and participations therein and not in respect the Insolvency Proceeding of any other Loan Party, including through the filing of a proof of claim or status such Affiliated Lender may otherwise have), from time to time therein and/or casting ballots in the Administrative Agent’s discretion to take connection with any action and to execute proposed plan of reorganization for any instrument that the Administrative Agent may deem reasonably necessary to vote on behalf of such Affiliated Lender as set forth in this Section 11.07(j)Loan Party." SECTION 2.