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 Guarantor as debtor, Lender (or Servicer on behalf of 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 Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the 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 Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the 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 Guarantor as a debtor, Lender (or Servicer on behalf of 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between Borrower and Guarantorany one or both of the Guarantors, shall constitute a credit upon against the Guarantor Claims, then then, upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed ObligationsObligations or, if earlier, upon consummation of a Permitted Direct Assumption in accordance with Section 7.1 of the Loan Agreement, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the 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 Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In The Guarantors will file all claims against the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, Borrower in any bankruptcy or other insolvency proceedings involving proceeding in which the filing of claims is required or permitted by law upon any indebtedness of the Borrower to any Guarantor or claim against the Borrower by any Guarantor, and the Guarantors hereby assign to the Banks and the Agents all rights of the Guarantors thereunder. If the Guarantor does not file any such claim, the Banks and the Agents, as debtorattorney-in-fact for such Guarantor, Lender (is hereby authorized to do so in the name of the Guarantor or, in the discretion of the Banks and the Agents, to assign the claim and to cause proof of claim to be filed in the name of the nominee of the Banks and the Agents. The Banks, the Agents or Servicer on behalf of Lender) their nominee shall have the sole right to prove its accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Banks and the Agents the full amount payable on such claim up to the amounts due under this Guaranty, and, to the full extent necessary for that purpose, the Guarantors hereby assign to the Banks and the Agents all of the Guarantors' rights to any such proceeding so as payments or distributions to establish its rights hereunder and receive directly from which the receiver, trustee or other court custodian dividends and payments which Guarantors would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receiveentitled; provided, for application upon however, that the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, Guarantors' obligations hereunder shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender not be satisfied except to the extent that the Banks and the Agents receive cash by reason of any such payments to Lender (payment or Servicer on behalf of distribution. If the Lender) on Banks and the Guarantor Claims have contributed toward Agents receive anything hereunder other than cash, the liquidation of the Guaranteed Obligations, and such subrogation same shall be with respect to that proportion held as collateral for the payment of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claimsall amounts due under this Guaranty.

Claims in Bankruptcy. In the event of receivership, bankruptcy, -------------------- reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Guarantor Borrower as debtor, Lender (or Servicer on behalf of Lender) the Lenders 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 Guarantor Claims. In such event, Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender)the Lenders. Should the Administrative Agent or any Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed ObligationsLiabilities, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed ObligationsLiabilities, Guarantor shall become subrogated to the rights of Lender the Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Lenders on the Guarantor Claims have contributed toward the liquidation of the Guaranteed ObligationsLiabilities, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations Liabilities which would have been unpaid if the Administrative Agent or a Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtorany Obligor, Lender (or Servicer the Subordinated Noteholder Representative on behalf of Lender) the Guaranteed Creditors 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 Guarantor Obligor Claims. Guarantor Each Obligor hereby assigns such dividends and payments to Servicer (on behalf the Subordinated Noteholder Representative for the benefit of Lender)the Guaranteed Creditors for application against the Obligations. Should Lender (any Agent or Servicer on behalf of Lender) Guaranteed Creditor receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantorany Obligor, and which, as between Borrower and Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment to Lender (or Servicer on behalf in full in cash of the Lender) in full of the Guaranteed Obligations, Guarantor the intended recipient shall become subrogated to the rights of Lender the Subordinated Noteholder Representative and the Guaranteed Creditors to the extent that such payments to Lender (or Servicer on behalf of the Lender) Subordinated Noteholder Representative and the Guaranteed Creditors on the Guarantor Obligor 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 Lender (or Servicer on behalf of the Lender) Subordinated Noteholder Representative and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor the Borrower or any Subsidiary of the Borrower, as debtor, Lender (or Servicer on behalf of Lender) the Lenders 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Administrative Agent, for the benefit of Lender)the Lenders. Should the Administrative Agent or any Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender the Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Lenders on the 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 or a Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the 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 Guarantor as a debtor, Lender (or Servicer on behalf of 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between Borrower or any Individual Borrower and/or Operating Lessee and Guarantorany one or both of the Guarantors, shall constitute a credit upon against the Guarantor Claims, then then, upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed ObligationsObligations or, if earlier, upon consummation of a Permitted Direct Assumption in accordance with Section 7.1 of the Loan Agreement, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the 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 Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, -------------------- bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Guarantor Borrower as debtor, Lender (or Servicer on behalf of Lender) the Lenders 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 Guarantor Claims. In such event, Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender)the Lenders. Should the Administrative Agent or any Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed ObligationsLiabilities, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed ObligationsLiabilities, Guarantor shall become subrogated to the rights of Lender the Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Lenders on the Guarantor Claims have contributed toward the liquidation of the Guaranteed ObligationsLiabilities, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations Liabilities which would have been unpaid if the Administrative Agent or a Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor Borrower as debtor, Lender (or Servicer on behalf of Lender) the Credit Parties 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 trustee, or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender)the Credit Parties. Should Lender (or Servicer on behalf of Lender) any Credit Party receive, for application upon the Guaranteed ObligationsDebt, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit upon the Guarantor Claims, then upon indefeasible payment to Lender (or Servicer on behalf of the Lender) Credit Parties in full of the Guaranteed ObligationsDebt, and the termination or expiration of all Letters of Credit and the Total Revolving Credit Commitment, such Guarantor shall become subrogated to the rights of Lender the Credit Parties to the extent that such payments to Lender (or Servicer on behalf of the Lender) Credit Parties on the Guarantor Claims have contributed toward the liquidation of the Guaranteed ObligationsDebt, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations Debt which would have been unpaid if Lender (or Servicer on behalf of the Lender) Credit Parties had not received dividends or payments upon the Guarantor Claims.

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

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor Support Provider as debtor, Lender (or Servicer on behalf of Lender) 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 Guarantor Support Provider Claims. Guarantor Support Provider hereby assigns such dividends and payments to Servicer (on behalf of Lender)Indenture Trustee. Should Lender (or Servicer on behalf of Lender) Indenture Trustee receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to GuarantorSupport Provider, and which, as between Borrower Issuers and GuarantorSupport Provider, shall constitute a credit upon the Guarantor Support Provider Claims, then upon payment to Lender (or Servicer on behalf of the Lender) Indenture Trustee in full of the Guaranteed Obligations, Guarantor Support Provider shall become subrogated to the rights of Lender Indenture Trustee to the extent that such payments to Lender (or Servicer on behalf of the Lender) Indenture Trustee on the Guarantor Support Provider 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 Lender (or Servicer on behalf of the Lender) Indenture Trustee had not received dividends or payments upon the Guarantor Support Provider Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Guarantor as debtorthe Company, Lender (or Servicer the Administrative Agent on behalf of Lender) the Agents and the Lenders 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Administrative Agent for the benefit of Lender)the Agents and the Lenders. Should any Agent or Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between Borrower the Company and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed ObligationsObligations and the termination of the Commitments, the Guarantor shall become subrogated to the rights of Lender the Agents and the Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Agents and the Lenders on the 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 Lender (or Servicer on behalf of the Lender) Agents and the Lenders had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of 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 Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and AMENDED AND RESTATED GUARANTY - Page 9 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Guarantor Borrower as debtor, Lender (or Servicer on behalf of Lender) the Credit Parties 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 trustee, or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender)the Credit Parties. Should Lender (or Servicer on behalf of Lender) any Credit Party receive, for application upon the Guaranteed ObligationsDebt, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit upon the Guarantor Claims, then upon indefeasible payment to Lender (or Servicer on behalf of the Lender) Credit Parties in full of the Guaranteed ObligationsDebt, and the termination or expiration of all Letters of Credit and the Total Revolving Credit Commitment, such Guarantor shall become subrogated to the rights of Lender the Credit Parties to the extent that such payments to Lender (or Servicer on behalf of the Lender) Credit Parties on the Guarantor Claims have contributed toward the liquidation of the Guaranteed ObligationsDebt, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations Debt which would have been unpaid if Lender (or Servicer on behalf of the Lender) Credit Parties had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtorany Guarantor, Lender (or Servicer the Administrative Agent on behalf of Lender) the Guaranteed Creditors 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Administrative Agent for the benefit of Lender)the Guaranteed Creditors for application against the Indebtedness as provided under Section 10.02(c) of the Credit Agreement. Should Lender (or Servicer on behalf of Lender) any Guaranteed Creditor receive, for application upon the Guaranteed ObligationsIndebtedness, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of Payment in Full, the Lender) in full of the Guaranteed Obligations, Guarantor intended recipient shall become subrogated to the rights of Lender such Guaranteed Creditor to the extent that such payments dividend or payment to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have such Guaranteed Creditor contributed toward the liquidation of the Guaranteed ObligationsIndebtedness, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations Indebtedness which would have been unpaid if Lender (or Servicer on behalf of the Lender) such Guaranteed Creditor had not received dividends such dividend or payments upon the Guarantor Claimspayment.

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings proceeding involving Guarantor as a debtor, Agent and Lender (or Servicer on behalf of Lender) shall have the right to prove its their 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 Guarantor Claims. Guarantor hereby assigns such dividends dividends, distributions and payments to Servicer Agent (on behalf for the benefit of Lender). Should Agent or Lender (or Servicer on behalf of Lender) receive, for application upon against the Guaranteed Completion Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit upon against the Guarantor Claims, then then, upon the ninety-first (91st) day after irrevocable payment to Lender Agent (or Servicer on behalf for the benefit of the Lender) in full of the Obligations and the Guaranteed Completion Obligations, Guarantor shall become subrogated to the rights of Lender Agent or Lender, as applicable, to the extent that such payments to Lender (Agent or Servicer on behalf of the Lender) , as applicable, on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Completion Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Completion Obligations which would have been unpaid if Lender (Agent or Servicer on behalf of the Lender) , as applicable, had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) the Bank 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 Guarantor Claimson account of any debt or liability of an Account Party or any other Palomino Party to Guarantor. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender)the Bank. Should Lender (or Servicer on behalf of Lender) the Bank receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower an Account Party or any other Palomino Party and Guarantor, shall constitute a credit upon the Guarantor Claimson account of a claim or liability of such Account Party or such other Palomino Party to Guarantor, then upon payment to Lender (or Servicer on behalf of the Lender) Bank in full of all Guaranteed Obligations and the Guaranteed Obligationstermination of this Guaranty pursuant to Section 7.1 hereof, Guarantor shall become subrogated to the rights of Lender the Bank to the extent that such payments to Lender (the Bank on account of such claim or Servicer on behalf of the Lender) on the Guarantor Claims liability 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 Lender (or Servicer on behalf of the Lender) Bank had not received dividends or payments upon the Guarantor Claimson account of such claim or liability.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving Guarantor Borrower as debtor, Lender (or Servicer on behalf of Lender) the Administrative Agent shall have the right (a) to prove its claim the claims of the Credit Parties in any such proceeding proceedings so as to establish its rights hereunder and (b) to receive directly from the receiver, trustee or other court custodian all dividends and payments which would otherwise be payable Guaranty Agreement (Senior Bridge Loan Agreement) upon any Guarantor ClaimsClaim. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender)the Administrative Agent. Should Lender (or Servicer on behalf of Lender) receiveIf the Administrative Agent receives, for application upon the Guaranteed ObligationsDebt, any such dividend or payment which is otherwise payable to a Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) Credit Parties in full of the Guaranteed ObligationsDebt, such Guarantor shall become subrogated to the rights of Lender the Credit Parties to the extent that such dividends and payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed ObligationsDebt, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations Debt which would have been unpaid if Lender (or Servicer on behalf of the Lender) Administrative Agent had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtorany Guarantor, Lender (or Servicer the Administrative Agent on behalf of Lender) the Guaranteed Creditors 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Administrative Agent for the benefit of Lender)the Guaranteed Creditors for application against the Indebtedness as provided under Section 10.02(c) of the Credit Agreement. Should Lender (or Servicer on behalf of Lender) any Guaranteed Creditor receive, for application upon the Guaranteed ObligationsIndebtedness, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of Payment in Full, the Lender) in full of the Guaranteed Obligations, Guarantor intended recipient shall become subrogated to the rights of Lender such Guaranteed Creditor to the extent that such payments dividend or payment to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have such Guaranteed Creditor contributed toward the liquidation of the Guaranteed ObligationsIndebtedness, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations Indebtedness which would have been unpaid if Lender (or Servicer on behalf of the Lender) such Guaranteed Creditor had not received dividends such dividend or payments upon the Guarantor Claims.payment. Section 6.03

Claims in Bankruptcy. In the event of receivership, bankruptcy, 126 reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor the Borrower or any Subsidiary of the Borrower, as debtor, Lender (or Servicer on behalf of Lender) the Lenders 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Administrative Agent, for the benefit of Lender)the Lenders. Should the Administrative Agent or any Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender the Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Lenders on the 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 or a Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Guarantor the Borrower or any Subsidiary of the Borrower, as debtor, Lender (or Servicer on behalf of Lender) the Lenders 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Lenders, subject to the prior rights of Lender)the Senior Agent and the Senior Lenders. Should the Agent or any Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Subordinated Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Subordinated Obligations, such Guarantor shall become subrogated to the rights of Lender the Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Lenders on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Subordinated Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Subordinated Obligations which would have been unpaid if the Agent or a Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

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

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor the Borrower or any Subsidiary of the Borrower, as debtor, Lender (or Servicer on behalf of Lender) the Lenders 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 Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Lenders, subject to the prior rights of Lender)the Senior Agent and the Senior Lenders. Should the Agent or any Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Subordinated Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Subordinated Obligations, such Guarantor shall become subrogated to the rights of Lender the Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Lenders on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Subordinated Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Subordinated Obligations which would have been unpaid if the Agent or a Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving Guarantor as debtorany Guarantor, Lender (or Servicer the Administrative Agent on behalf of Lender) the Lenders 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 dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Servicer (on behalf the Administrative Agent for the benefit of Lender)the Lenders for application against the Guaranteed Obligations as provided in the Credit Agreement. Should the Administrative Agent or any other Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed ObligationsObligations and termination of all Term Loan Commitments, Guarantor the intended recipient shall become subrogated to the rights of Lender the Administrative Agent and the other Lenders to the extent that such payments to Lender (or Servicer on behalf of the Lender) Administrative Agent and the other Lenders on the 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 Lender (or Servicer on behalf of the Lender) Administrative Agent and the other Lenders had not received dividends or payments upon the Guarantor Claims.