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 the Company, the Administrative Agent on behalf of the Agents and the Lenders shall have the right to prove their claim in any proceed ing, 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any Agent or Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between the Company and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 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 the CompanyBorrower, the Administrative Agent on behalf of the Agents Agent and the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents Agent and the Lenders. Should any Agent or Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between the Company Borrower and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the Guarantor shall become subrogated to the rights of the Agents Agent and the Lenders to the extent that such payments to the Agents Agent and the Lenders on the 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 Agents Agent 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 the Company, the Administrative Agent on behalf of the Agents and the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any Agent or Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between the Company and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 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 the Company, the Administrative Agent on behalf of the Agents and the Lenders Banks shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the LendersBanks. Should any Agent or Lender Bank receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between the Company and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsObligations and the termination of the Commitments, the Guarantor shall become subrogated to the rights of the Agents and the Lenders Banks to the extent that such payments to the Agents and the Lenders Banks on the 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 Agents and the Lenders Banks 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 the CompanyBorrower, the Administrative Agent on behalf of Agent, acting for the Agents and the Lenders Lenders, or any Lender shall have the right to prove their its claim in any proceed ingproceeding, 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 any Guarantor Claims. The Guarantor Each of the Guarantors hereby assigns such dividends and payments to the Administrative Agent Agent, for the benefit of the Agents and the Lenders. Should any the Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the a Guarantor, and which, as between the Company Borrower and the such Guarantor, shall constitute a credit upon the Guarantor ClaimsClaims owing to such Guarantor, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders Agent or such Lender to the extent that such payments to the Agents and the Lenders Agent or such Lender on the relevant Guarantor Claims have contributed toward to 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 Agents and the Lenders Agent or such Lender had not received dividends or payments upon the relevant Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor's ’s relief, or other insolvency proceedings involving the Company, the Administrative Agent on behalf Parent or any Subsidiary of the Agents and Parent, as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Agent Agent, for the benefit of the Agents and the Lenders. Should any the Administrative Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company Parent or any Subsidiary of the Parent and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 Agents and the Lenders Administrative Agent or a 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 the Company, the Administrative Agent on behalf Borrower or any Subsidiary of the Agents and Borrower, as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Agent or any Lender receive, for application upon the ObligationsLiabilities, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between Borrower or any Subsidiary of the Company Borrower and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsLiabilities, the Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the Guarantor Claims have contributed toward the liquidation of the ObligationsLiabilities, and such subrogation shall be with respect to that proportion of the Obligations Liabilities which would have been unpaid if the Agents and the Lenders Agent or a 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 Insolvency Proceedings involving the Company, the Administrative Agent on behalf either of the Agents and Borrowers or any Subsidiary of the Borrowers, as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company Borrowers or any Subsidiary of the Borrowers and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 Agents and the Lenders Agent or a 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 under any Debtor Relief Law involving the Companyany Subsidiary Borrower as debtor, the Administrative Agent on behalf of the Agents and the Lenders shall have the right to prove their its claim in any proceed ing, 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 Guarantor Claims. The Guarantor Xxxxxx hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any Agent or any Lender receive, for application upon the ObligationsGuaranteed Debt, any such dividend or payment which is otherwise payable to the GuarantorXxxxxx, and which, as between the Company any Subsidiary Borrower and the GuarantorXxxxxx, shall constitute a credit upon the Guarantor Claims, then upon payment to Agents and Lenders in full of the ObligationsGuaranteed Debt, the Guarantor Xxxxxx shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 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 ’s relief, or other insolvency proceedings involving the Companyany Borrower or any Restricted Subsidiary, the Administrative Agent on behalf of the Agents and as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Administrative Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company any Borrower or any Restricted Subsidiary and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 Agents and the Lenders Administrative Agent or a 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, ’s relief or other insolvency proceedings involving the Companyany Grantor, the Administrative Collateral Agent on behalf of the Agents and the Lenders shall have the right to prove their its claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Collateral Agent for application against the benefit Secured Obligations as provided in Section 10.02(c) of the Agents and the LendersCredit Agreement. Should any the Collateral Agent or Lender receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company and the to such Guarantor, shall constitute a credit upon the such Guarantor Claims, then upon payment in full of the Secured Obligations, the Guarantor intended recipient shall become subrogated to the rights of the Agents and the Lenders Collateral Agent to the extent that such payments to the Agents and the Lenders Collateral Agent on the such 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 Agents and the Lenders Collateral Agent had not received dividends or payments upon the such Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor's ’s relief, or other insolvency proceedings involving the CompanyBorrower or any Restricted Subsidiary, the Administrative Agent on behalf of the Agents and as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Administrative Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company Borrower or any Restricted Subsidiary and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 Agents and the Lenders Administrative Agent or a Lender had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivershipthat, pursuant to any insolvency, bankruptcy, reorganization, arrangement, debtor's reliefreceivership or other debtor relief law, or other insolvency proceedings any judgment, order or decision involving the CompanyGuarantor as debtor, the Administrative Agent on behalf of the Agents and the Lenders shall have the right to prove their its claim in any proceed ing, 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Agent or Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between the Company such Borrower and the Guarantor, shall constitute a credit upon against the Guarantor Claims, then upon payment to the Agent in full of the Guaranteed Obligations, the Guarantor shall become subrogated to the rights of the Agents and the Lenders Agent to the extent that such payments to the Agents and the Lenders Agent 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 Agents and the Lenders 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 the Company, the Administrative Agent on behalf Borrower or any Subsidiary of the Agents and Borrower, as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Agent or any Lender receive, for application upon the ObligationsLiabilities, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between Borrower or any Subsidiary of the Company Borrower and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsLiabilities, the Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the Guarantor Claims have contributed toward the liquidation of the ObligationsLiabilities, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Agents and the Lenders had not received dividends or payments upon the Guarantor Claims.Liabilities which

Claims in Bankruptcy. In the event of receivershipthat, pursuant to any insolvency, bankruptcy, reorganization, arrangementreceivership, debtor's reliefadministration or other debtor relief law, or other insolvency proceedings any judgment, order or decision involving the Companyany Guarantor as debtor, the Administrative Agent on behalf of the Agents and the Lenders shall have the right to prove their its claim in any proceed ing, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Agent or Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company such Borrower and the such Guarantor, shall constitute a credit upon against the Guarantor Claims, then upon payment to the Agent in full of the Guaranteed Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders Agent to the extent that such payments to the Agents and the Lenders Agent 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 Agents and the Lenders Agent 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 the CompanyBorrower and/or CEGP as debtor, the Administrative Agent on behalf of the Agents and the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor ClaimsClaims up to the amount of the Liabilities. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for Lenders up to the benefit amount of the Agents and the LendersLiabilities. Should any the Agent or any Lender receive, for application upon the ObligationsLiabilities, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between the Company Borrower and/or CEGP and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsLiabilities, the Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the Guarantor Claims have contributed toward the liquidation of the ObligationsLiabilities, and such subrogation shall be with respect to that proportion of the Obligations Liabilities which would have been unpaid if the Agents and the Lenders Agent or a 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 the CompanyBorrower or any Subsidiary of the Borrower, as debtor, the Administrative Agent on behalf of the Agents and the Lenders Participants shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Participants. Should the Administrative Agent for the benefit of the Agents and the Lenders. Should or any Agent or Lender Participant receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company Borrower or any Subsidiary of the Borrower and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders Participants to the extent that such payments to the Agents and the Lenders Participants on the 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 Agents and the Lenders Administrative Agent or a Participant 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 the Companyany Borrower or any Subsidiary thereof, the Administrative Agent on behalf of the Agents and as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Facility Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company any Borrower or any Subsidiary thereof and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 Agents and the Lenders Facility Agent or a 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 the Companyany Borrower or any Restricted Subsidiary, the Administrative Agent on behalf of the Agents and as debtor, the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Agents and the Lenders. Should any the Collateral Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company any Borrower or any Restricted Subsidiary and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the 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 Agents and the Lenders Collateral Agent or a 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 the CompanyBorrower or any Guarantor, as debtor, the Administrative Agent on behalf of the Agents and the Lenders Secured Parties shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor Claims. The Each Guarantor hereby assigns such dividends and payments to the Secured Parties. Should the Administrative Agent for the benefit of the Agents and the Lenders. Should or any Agent or Lender Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to the any Guarantor, and which, as between the Company Borrower or any Subsidiary of the Borrower and the any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the such Guarantor shall become subrogated to the rights of the Agents and the Lenders Secured Parties to the extent that such payments to the Agents and the Lenders Secured Parties on the 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 Agents and the Lenders Administrative Agent or a Secured Party 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 the CompanyBorrower as debtor, the Administrative Agent on behalf of the Agents and the Lenders shall have the right to prove their claim in any proceed ingproceeding, 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 Guarantor ClaimsClaims up to the amount of the Liabilities. The Guarantor hereby assigns such dividends and payments to the Administrative Agent for Lenders up to the benefit amount of the Agents and the LendersLiabilities. Should any the Agent or any Lender receive, for application upon the ObligationsLiabilities, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between the Company Borrower and the Guarantor, shall constitute a credit upon the Guarantor Claims, then upon indefeasible payment in full in cash of the ObligationsLiabilities, the Guarantor shall become subrogated to the rights of the Agents and the Lenders to the extent that such payments to the Agents and the Lenders on the Guarantor Claims have contributed toward the liquidation of the ObligationsLiabilities, and such subrogation shall be with respect to that proportion of the Obligations Liabilities which would have been unpaid if the Agents and the Lenders Agent or a Lender had not received dividends or payments upon the Guarantor Claims.