Common use of Claims in Bankruptcy Clause in Contracts

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Claims. Carveout Indemnitor hereby assigns such dividends and payments to Lender. Should Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitor, and which, as between Borrower and Carveout Indemnitor, shall constitute a credit upon Carveout Indemnitor Claims, then upon payment to Lender in full of the Obligations, Carveout Indemnitor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that amount of the Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor Claims.

Claims in Bankruptcy. In Until receipt by Lender of payment in full of the Obligation, in the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving Borrower Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout IndemnitorGuarantor, and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor the Guarantor Claims.

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings proceeding involving Borrower Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to LenderLender but only to the extent that the Indebtedness has not been paid in full. Should Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitor, Guarantor and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor against the Guarantor Claims, then upon full payment and performance to Lender in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor Guarantor Claims.. GUARANTY (REPAYMENT) – Page 11 641939; Miami-Dade County, Florida

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Borrower as debtorany Grantor, Lender the Collateral Trustee on behalf of the Secured Parties shall have the right to prove its their claim in any such proceeding proceeding, so as to establish its their rights hereunder and receive directly from the receiver, trustee or other court custodian custodian, dividends and payments which would otherwise be payable upon Carveout Indemnitor Grantor Claims. Carveout Indemnitor Each Grantor hereby assigns such dividends and payments to Lenderthe Collateral Trustee for the benefit of the Secured Parties for application against the Parity Lien Obligations as provided under Section 3.4 of the Collateral Trust Agreement. Should Lender any Secured Party receive, for application upon the Parity Lien Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitorany Grantor, and which, as between Borrower and Carveout Indemnitorsuch Grantors, shall constitute a credit upon Carveout Indemnitor the Grantor Claims, then upon payment to Lender in full the Discharge of the Second Lien Obligations, Carveout Indemnitor the intended recipient shall become subrogated to the rights of Lender the Collateral Trustee and the other Secured Parties to the extent that such payments to Lender the Collateral Trustee and the other Secured Parties on Carveout Indemnitor the Grantor Claims have contributed toward the liquidation of the Parity Lien Obligations, and such subrogation shall be with respect to that amount proportion of the Parity Lien Obligations which would have been unpaid if Lender the Collateral Trustee and the other Secured Parties had not received dividends or payments upon Carveout Indemnitor the Grantor Claims.

Claims in Bankruptcy. In Except to the extent expressly provided in the Intercreditor Agreement, in the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Borrower the Counterparty or any other Transaction Party or any of their respective Subsidiaries, as debtor, Lender the Hedge Provider shall have the right to prove its their claim in any such proceeding proceeding, so as to establish its their rights hereunder and receive directly from the receiver, trustee or other court custodian custodian, dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Each Guarantor hereby assigns such dividends and payments to Lenderthe Hedge Provider. Should Lender receiveIf the Hedge Provider receives, for application upon towards the Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitorany Guarantor, and which, as between Borrower either the Counterparty or any Subsidiary of the Counterparty and Carveout Indemnitorany Guarantor, shall constitute a credit upon Carveout Indemnitor the Guarantor Claims, then upon payment to Lender and performance in full of the Obligations, Carveout Indemnitor the termination or expiration of the Commitments, and the termination or expiration of all Hedging Transactions and all Transaction Documents, such Guarantor shall become subrogated to the rights of Lender the Hedge Provider to the extent that such payments to Lender the Hedge Provider on Carveout Indemnitor the Guarantor Claims have contributed toward the liquidation of the Obligations, Obligations and such subrogation shall be with respect to that amount proportion of the Obligations which would have been unpaid if Lender the Hedge Provider had not received dividends or payments upon Carveout Indemnitor the Guarantor Claims.

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings proceeding involving Borrower Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to LenderLender but only to the extent that the indebtedness has not been paid in full. Should Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitor, Guarantor and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor against the Guarantor Claims, then upon full payment and performance to Lender in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor Guarantor Claims.. GUARANTY (COMPLETION) – Page 12 641933; Miami-Dade County, Florida

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings proceeding involving Borrower Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to LenderLender but only to the extent that the indebtedness has not been paid in full. Should Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitor, Guarantor and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor against the Guarantor Claims, then upon full payment and performance to Lender in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor Guarantor Claims.. GUARANTY AGREEMENT (CARVEOUT) – Page 14 667146; Miami-Dade County, Florida

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Borrower Guarantor as debtor, Lender Note B Holder shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to LenderNote B Holder. Should Lender Note B Holder receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitor, Guarantor and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor against the Guarantor Claims, then then, upon payment to Lender Note B Holder in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender Note B Holder to the extent that such payments to Lender Note B Holder on Carveout Indemnitor the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender Note B Holder had not received dividends or payments upon Carveout Indemnitor the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving Borrower as debtorany Grantor, Lender the Collateral Agent on behalf of the Secured Parties shall have the right to prove its their claim in any such proceeding proceeding, so as to establish its their rights hereunder and and, subject to the First Lien/Second Lien Intercreditor Agreement, receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor the Guarantor Claims. Carveout Indemnitor After the occurrence and during the continuance of an Event of Default, each Grantor hereby assigns such dividends and payments to Lenderthe Collateral Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 8.2 of the Note Purchase Agreement. Should Lender the Collateral Agent or any other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitorany Grantor, and which, as between Borrower and Carveout Indemnitorsuch Grantor, shall constitute a credit upon Carveout Indemnitor the Guarantor Claims, then upon payment to Lender in full of the ObligationsSecured Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and termination of all Commitments and Delayed Draw Commitments, Carveout Indemnitor the intended recipient shall become subrogated to the rights of Lender the Collateral Agent and the other Secured Parties to the extent that such payments to Lender the Collateral Agent and the other Secured Parties on Carveout Indemnitor the Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that amount proportion of the Secured Obligations which would have been unpaid if Lender the Collateral Agent and the other Secured Parties had not received dividends or payments upon Carveout Indemnitor the Guarantor Claims.

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings proceeding involving Borrower Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to LenderLender but only to the extent that the Indebtedness has not been paid in full. Should Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitor, Guarantor and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor against the Guarantor Claims, then upon full payment and performance to Lender in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor Guarantor Claims.. GUARANTY (REPAYMENT) – Page 11 667163; Miami-Dade County, Florida

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings proceeding involving Borrower Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to LenderLender but only to the extent that the indebtedness has not been paid in full. Should Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitor, Guarantor and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor against the Guarantor Claims, then upon full payment and performance to Lender in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor Guarantor Claims.

Claims in Bankruptcy. In Until such time as the Loan is indefeasibly paid in full, in the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Borrower Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout IndemnitorGuarantor, and which, as between Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on Carveout Indemnitor the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon Carveout Indemnitor the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Borrower Guarantor as debtor, Lender Lenders shall have the right to prove its claim their claims in any such proceeding so as to establish its their rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims; provided, that the amount of such Guarantor Claims shall be subject to the maximum aggregate liability limitations set forth in Section 1.1(c) hereof. Carveout Indemnitor Guarantor hereby assigns such dividends and payments to LenderAdministrative Agent for the ratable benefits of Lenders. Should Lender Lenders (or Administrative Agent, on behalf of Lenders) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout IndemnitorGuarantor, and which, as between Borrower or any Subsidiary of Borrower and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor the Guarantor Claims, then upon payment to Lender Lenders in full of the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender Lenders to the extent that such payments to Lender Lenders on Carveout Indemnitor the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender Lenders had not received dividends or payments upon Carveout Indemnitor the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Borrower Sponsor as debtor, Lender the Indenture Trustee shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Carveout Indemnitor Sponsor Claims. Carveout Indemnitor Sponsor hereby assigns such dividends and payments to Lenderthe Indenture Trustee. Should Lender Indenture Trustee receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Carveout Indemnitorthe Sponsor, and which, as between Borrower the Issuer and Carveout Indemnitorthe Sponsor, shall constitute a credit upon Carveout Indemnitor the Sponsor Claims, then upon payment to Lender the Indenture Trustee in full of the Guaranteed Obligations, Carveout Indemnitor the Sponsor shall become subrogated to the rights of Lender the Indenture Trustee to the extent that such payments to Lender the Indenture Trustee on Carveout Indemnitor the Sponsor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender the Indenture Trustee had not received dividends or payments upon Carveout Indemnitor the Sponsor Claims.. 116991368\V-8

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings proceeding involving Borrower Guarantor as a debtor, Lender Seller shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends dividends, distributions and payments which would otherwise be payable upon Carveout Indemnitor Guarantor Claims. Carveout Indemnitor Guarantor hereby assigns such dividends dividends, distributions and payments to LenderSeller. Should Lender Seller receive, for application upon against the Guaranteed Obligations, any such dividend dividend, distribution or payment which is otherwise payable to Carveout Indemnitor, Guarantor and which, as between Borrower Buyer and Carveout IndemnitorGuarantor, shall constitute a credit upon Carveout Indemnitor against the Guarantor Claims, then then, upon payment and performance to Lender Seller in full of the Obligations and the Guaranteed Obligations, Carveout Indemnitor Guarantor shall become subrogated to the rights of Lender Seller to the extent that such payments to Lender Seller on Carveout Indemnitor the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that amount proportion of the Guaranteed Obligations which would have been unpaid if Lender Seller had not received dividends dividends, distributions or payments upon Carveout Indemnitor the Guarantor Claims.