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 any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving the Borrower or any ObligorSubsidiary of the Borrower, as debtor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Lenders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of Lenders. Should the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should or any Agent or Guaranteed Creditor Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such Obligorsthe Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient such Guarantor shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Lenders to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors or a Lender had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving any Obligorthe Company, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Lenders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit AgreementLenders. Should any Agent or Guaranteed Creditor Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligorthe Guarantor, and which, as between such Obligorsthe Company and the Guarantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient Guarantor shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Lenders to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Lenders had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGuarantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c10.02(b) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsGuarantors, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGuarantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreementhereof. Should any Agent or Guaranteed Creditor Secured Party receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsGuarantors, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Secured Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Secured Parties had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving of any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Effective upon the occurrence of an event described in the prior sentence, each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should After the occurrence of an event described in the first sentence of this Section 8.02, should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower ObligationsObligations except for (i) the Swap Agreements which shall be payable upon the terms of such Swap Agreements, (ii) contingent obligations not yet due, and (iii) amounts owed or other obligations under Treasury Management Agreements with respect to which satisfactory collateral has been posted, the expiration of all Letters of Credit (or all such Letters of Credit shall have been satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion) outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any Obligorthe Guarantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Lenders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Lenders for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. The Administrative Agent, on behalf of the Lenders, shall be entitled to receive payment in full in cash of the Obligations before the Guarantor shall be entitled to receive any payments in respect of the Guarantor Claims. Should any the Administrative Agent or Guaranteed Creditor any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligorthe Guarantor, and which, as between such ObligorsGuarantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors other Lenders to the extent that such payments to the Administrative Agent and the Guaranteed Creditors other Lenders on the Obligor Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors other Lenders had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any ObligorGrantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and custodian payments which would otherwise be payable upon Obligor the Guarantor Claims. Each Obligor After the occurrence and during the continuance of an Event of Default, each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Secured Obligations as provided under Section 10.02(c) 8.2 of the Credit Agreement. Should any the Administrative Agent or Guaranteed Creditor any other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Secured Obligations (other than Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider, Bank Product Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors other Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors other Secured Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors other Secured Parties had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGuarantor as debtor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their its claim in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly from the receiver, trustee or other court custodian, custodian dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors receive, for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsBorrower and Guarantor, shall constitute a credit upon against the Obligor Guarantor Claims, then upon payment to Administrative Agent in full in cash of the Borrower Guaranteed Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient Guarantor shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Guarantor Claims, provided, however, that Guarantor shall have no such subrogation rights until repayment in full of the Debt.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGrantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Grantor Claims. Each Obligor Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any the Administrative Agent or Guaranteed Creditor any Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantors, shall constitute a credit upon the Obligor Grantor Claims, then upon irrevocable and indefeasible payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Secured Parties on the Obligor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Secured Parties had not received dividends or payments upon the Obligor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor any Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash Full Payment of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Secured Parties had not received dividends or payments upon the Obligor Claims. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrower or any other Guarantor or by any defense which the Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. Each Guarantor acknowledges and agrees that any interest on any portion of the Obligations which accrues after the commencement of any case or proceeding referred to above (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Obligations if such case or proceeding had not been commenced) shall be included in the Obligations because it is the intention of Guarantors and Agent and Lenders that the Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve any Borrower of any portion of such Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Agent and Lenders, or allow the claim of Agent and Lenders in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGuarantor, the Administrative Agent Agent, on behalf of the Administrative Agent and the Guaranteed Creditors Parties, shall have the right to prove their its claim in any proceeding, so as to establish their its rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent Agent, for the benefit of the Administrative Agent and the Guaranteed Creditors Parties, for application against the Borrower Obligations as provided under Section 10.02(c7.02(c) of the Credit Agreement. Should any the Administrative Agent or any Guaranteed Creditor Party receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsGuarantors, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash the satisfaction of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the CommitmentsTermination Conditions, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Parties had not received dividends or payments upon the Obligor Guarantor Claims.. 

Claims in Bankruptcy. In the event of receivershipany proceedings under any Debtor Relief Laws involving the Borrower or any Subsidiary of the Borrower, bankruptcy, reorganization, arrangement, as debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Lenders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Subsidiary Guarantor Claims. Each Obligor Subsidiary Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of Lenders. Should the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should or any Agent or Guaranteed Creditor Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorSubsidiary Guarantor, and which, as between such Obligorsthe Borrower or any Subsidiary of the Borrower and any Subsidiary Guarantor, shall constitute a credit upon the Obligor Subsidiary Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient such Subsidiary Guarantor shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Lenders to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Subsidiary Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors or a Lender had not received dividends or payments upon the Obligor Subsidiary Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) 10.6 of the Credit Loan Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding Obligations under the Credit Loan Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving any ObligorGuarantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsGuarantors, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGrantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any such proceeding, so as to establish their rights hereunder and and, subject to the Intercreditor Agreement, receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Grantor Claims. Each Obligor Subject to the Intercreditor Agreement, each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantors, shall constitute a credit upon the Obligor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Secured Parties on the Obligor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Secured Parties had not received dividends or payments upon the Obligor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive receive, subject in all respects to the Intercreditor Agreement, directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Loan Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding Obligations under the Credit Agreement and the termination of all of the CommitmentsLoan Agreement, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGuarantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit AgreementArticle XI hereof. Should any Agent or Guaranteed Creditor Secured Party receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsGuarantors, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Secured Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Secured Parties had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Second Amended and Restated Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Second Amended and Restated Credit Agreement and the termination of all of the Guaranteed Swap Agreements and the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any ObligorGrantor, the US Administrative Agent on behalf of the US Administrative Agent and the Guaranteed Secured Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Grantor Claims. Each Obligor Grantor hereby assigns such dividends and payments to the US Administrative Agent for the benefit of the US Administrative Agent and the Guaranteed Secured Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Secured Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantors, shall constitute a credit upon the Obligor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the US Administrative Agent and the Guaranteed Secured Creditors to the extent that such payments to the US Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the US Administrative Agent and the Guaranteed Secured Creditors had not received dividends or payments upon the Obligor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any ObligorGuarantor, the US Administrative Agent on behalf of the US Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the US Administrative Agent for the benefit of the US Administrative Agent and the Guaranteed Creditors for application against the Borrower Guarantor Obligations as provided under Section 10.02(c11.02(b) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Guarantor Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsGuarantors, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Guarantor Obligations, the expiration of all Letters of Credit outstanding under (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the US Administrative Agent and the Guaranteed Creditors to the extent that such payments to the US Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Guarantor Claims have contributed toward the liquidation of the Guarantor Obligations, and such subrogation shall be with respect to that proportion of the Guarantor Obligations which would have been unpaid if the US Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any ObligorGrantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Secured Obligations as provided by the Swap Intercreditor Agreement, or if no Swap Intercreditor Agreement is in then effect, under Section 10.02(c) 10.02 of the Credit Agreement. Should any Agent or Guaranteed Creditor Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Secured Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors other Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors other Secured Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors other Secured Parties had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the other Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations Indebtedness as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the ObligationsIndebtedness, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the CommitmentsSecurity Termination, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Guaranteed Creditors to the extent that such payments to the Administrative Agent and the other Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the ObligationsIndebtedness, and such subrogation shall be with respect to that proportion of the Obligations Indebtedness which would have been unpaid if the Administrative Agent and the other Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.. Houston 3945380v.4

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGrantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Secured Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Grantor Claims. Each Obligor Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Secured Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Secured Creditor receive, for application upon the Borrower Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantors, shall constitute a credit upon the Obligor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Secured Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Grantor Claims have contributed toward the liquidation of the Borrower Obligations, and such subrogation shall be with respect to that proportion of the Borrower Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Secured Creditors had not received dividends or payments upon the Obligor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGrantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Secured Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Grantor Claims. Each Obligor Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Secured Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Secured Creditor receive, for application upon the Borrower Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantors, shall constitute a credit upon the Obligor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Secured Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Grantor Claims have contributed toward the liquidation of the Borrower Obligations, and such subrogation shall be with respect to that proportion of the Borrower Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Secured Creditors had not received dividends or payments upon the Obligor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGrantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Grantor Claims. Each Obligor Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Term Loan Agreement. Should any the Administrative Agent or Guaranteed Creditor any Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantors, shall constitute a credit upon the Obligor Grantor Claims, then upon irrevocable and indefeasible payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Term Loan Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Secured Parties on the Obligor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Secured Parties had not received dividends or payments upon the Obligor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligorthe Guarantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c11.02(c) of the Credit Agreement. Should any the Administrative Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligorthe Guarantor, and which, as between such Obligors, which shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings proceeding involving any ObligorGuarantor as a debtor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Lenders shall have the right to prove their claim in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly from the receiver, trustee or other court custodian, custodian dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent for the ratable benefit of the Lenders. Should Administrative Agent and the Guaranteed Creditors receive, for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, Guarantor and which, as between Borrower and such ObligorsGuarantor, shall constitute a credit upon against the Obligor Guarantor Claims, then then, upon payment to Administrative Agent for the ratable benefit of the Lenders in full in cash of the Borrower Obligations and the Guaranteed Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient such Guarantor shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Lenders to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors Lenders had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Collateral Agent on behalf of the Administrative Collateral Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Administrative Collateral Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Collateral Agent and the Guaranteed Creditors Lenders on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Collateral Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorDebtor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends dividends, distributions and payments which would otherwise be payable upon Obligor Debtor Claims. Each Obligor In the event of any such proceeding, each Debtor hereby assigns such dividends such, dividends, distributions and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Secured Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Administrative Agent or Guaranteed Creditor any other Secured Party receive, for application upon the Secured Obligations, any such dividend dividend, distribution or payment which is otherwise payable to any ObligorDebtor, and which, as between such ObligorsDebtor and any other Debtor, shall constitute a credit upon the Obligor Debtor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the CommitmentsSecurity Termination, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors other Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors other Secured Parties on the Obligor Debtor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors other Secured Parties had not received dividends dividends, distributions or payments upon the Obligor Debtor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorBorrower as debtor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Lenders shall have the right to prove their claim respective claims in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly directly, from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Lenders to the extent of the Guaranteed Obligations. Should Administrative Agent and the Guaranteed Creditors receive, for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any ObligorGuarantor, and which, as between such ObligorsBorrower and Guarantor, shall constitute a credit against the Guarantor Claims, then, upon the Obligor Claims, then upon indefeasible payment and performance in full in cash to Administrative Agent and Lenders of the Borrower Loan Obligations and the Guaranteed Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient Guarantor shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors Lenders to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or Xxxxx Fargo, et al. September , 2006 payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Guaranteed Swap Agreements and the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any ObligorGrantor, the Administrative Collateral Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and custodian payments which would otherwise be payable upon Obligor the Guarantor Claims. Each Obligor After the occurrence and during the continuance of an Event of Default, each Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Secured Obligations as provided under Section 10.02(c) 8.2 of the Credit Note Purchase Agreement. Should any the Collateral Agent or Guaranteed Creditor any other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Secured Obligations (other than Hedging Obligations owed by any Note Party to any Purchaser-Related Hedge Provider, Bank Product Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the Guaranteed Creditors other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the Guaranteed Creditors other Secured Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Collateral Agent and the Guaranteed Creditors other Secured Parties had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In Subject to any Intercreditor Agreement, in the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any ObligorGrantor, (a) the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor Guarantor Claims and (b) each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Secured Obligations as provided under in Section 10.02(c2.10(b) of the Credit Agreement. Should any the Administrative Agent or Guaranteed Creditor any Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantor and the Borrower or another Grantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the CommitmentsSecurity Termination, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors other Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors other Secured Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors other Secured Parties had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings under any Federal, state or foreign bankruptcy, insolvency, receivership or other debtor relief laws involving any ObligorCanam or MOCL as debtor, the Administrative Agent on behalf of Agent, the Administrative Agent Issuing Banks and the Guaranteed Creditors Lenders shall have the right to prove their its claim in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly from the receiver, trustee trustee, or other court custodian, custodian dividends and payments which would otherwise be payable upon Obligor Guarantor Claims. Each Obligor The Company hereby assigns such dividends and payments to the Administrative Agent for Agent, the benefit of Issuing Banks and Lenders. Should the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should Agent, any Agent Issuing Bank or Guaranteed Creditor any Lender receive, for application upon the ObligationsGuaranteed Debt, any such dividend or payment which is otherwise payable to any Obligorthe Company, and which, as between such ObligorsCanam or MOCL, as applicable, and the Company, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment to the Administrative Agent, the Issuing Banks and Lenders in full in cash of the Borrower ObligationsGuaranteed Debt, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient Company shall become subrogated to the rights of the Administrative Agent Agent, the Issuing Banks and the Guaranteed Creditors Lenders to the extent that such payments to the Administrative Agent Agent, the Issuing Banks and the Guaranteed Creditors Lenders on the Obligor Guarantor Claims have contributed toward the liquidation of the ObligationsGuaranteed Debt, and such subrogation shall be with respect to that proportion of the Obligations Guaranteed Debt which would have been unpaid if the Administrative Agent Agent, the Issuing Banks and the Guaranteed Creditors Lenders had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Collateral Agent on behalf of the Administrative Collateral Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Administrative Collateral Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit AgreementAgreement (or the Pari Passu Intercreditor Agreement if then in effect). Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Collateral Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Collateral Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any ObligorGrantor, (a) the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor Guarantor Claims and (b) each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors Secured Parties for application against the Borrower Secured Obligations as provided under the terms of the Swap Intercreditor Agreement, and if no Swap Intercreditor Agreement is then in effect, then as provided in Section 10.02(c2.11(f) of the Credit Note Purchase Agreement. Should any the Administrative Agent or Guaranteed Creditor any Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantor and the Issuer or another Grantor, shall constitute a credit upon the Obligor Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the CommitmentsSecurity Termination, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors other Secured Parties to the extent that such payments to the Administrative Agent and the Guaranteed Creditors other Secured Parties on the Obligor Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors other Secured Parties had not received dividends or payments upon the Obligor Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any the Administrative Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement Obligations and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any ObligorGrantor, the US Administrative Agent on behalf of the US Administrative Agent and the Guaranteed Secured Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Grantor Claims. Each Obligor Grantor hereby assigns such dividends and payments to the US Administrative Agent for the benefit of the US Administrative Agent and the Guaranteed Secured Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or Guaranteed Secured Creditor receive, for application upon the Borrower Obligations, any such dividend or payment which is otherwise payable to any ObligorGrantor, and which, as between such ObligorsGrantors, shall constitute a credit upon the Obligor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the US Administrative Agent and the Guaranteed Secured Creditors to the extent that such payments to the US Administrative Agent and the Guaranteed Creditors Lenders on the Obligor Grantor Claims have contributed toward the liquidation of the Borrower Obligations, and such subrogation shall be with respect to that proportion of the Borrower Obligations which would have been unpaid if the US Administrative Agent and the Guaranteed Secured Creditors had not received dividends or payments upon the Obligor Grantor Claims.