BANKRUPTCY OF A BORROWER. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against Borrowers relating to any indebtedness of Borrowers to Guarantor and shall assign to Administrative Agent all rights of Guarantor thereunder. If Guarantor does not file any such claim, Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Administrative Agent’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Administrative Agent’s nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Administrative Agent or its nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized Loan No. 1002012 to pay such claim shall pay to Administrative Agent the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Administrative Agent all of Guarantor’s rights to any such payments or distributions; provided, however, Guarantor’s obligations hereunder shall not be satisfied except to the extent that Administrative Agent receives cash by reason of any such payment or distribution. If Administrative Agent receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Administrative Agent as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of the indebtedness and obligations evidenced and secured by the Loan Documents.
BANKRUPTCY OF A BORROWER. The Guarantor expressly agrees that its liability and obligations under this Guaranty shall not in any way be affected by the institution by or against a Borrower or any other Co-Obligor of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy or similar Law for the relief of debtors, and that any discharge of any of the Guaranteed Obligations pursuant to any such bankruptcy or similar Law or other Law shall not discharge or otherwise affect in any way the obligations of the Guarantor under this Guaranty, and that upon the institution of any of the above actions, at the sole discretion of the Administrative Agent, such obligations shall be enforceable against the Guarantor.
BANKRUPTCY OF A BORROWER. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to a Borrower, Administrative Bank (irrespective of whether the principal of the Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Bank shall have made any demand on such Borrower) shall be entitled and empowered, and shall have the sole and exclusive right, on behalf of the Banks, by intervention in such proceeding or otherwise, to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Banks and Administrative Bank (including any claim for the reasonable compensation, expenses, disbursements and advances of Banks and Administrative Bank and their agents and counsel and all other amounts due Banks and Administrative Bank under the Loan Documents) allowed in such judicial proceeding, and to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same to Banks in accordance with their respective Pro Rata Shares; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bank to make such payments to Administrative Bank and, in the event that Administrative Bank shall consent to the making of such payments directly to the Banks, to pay to Administrative Bank any amount due for the reasonable compensation, expenses, disbursements and Advances of Administrative Bank and its agents and counsel, and any other amounts due Administrative Bank under the Loan Documents. Nothing contained herein shall be deemed to authorize Administrative Bank to authorize or consent to a accept or adopt on behalf of any Bank or the LC Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or the LC Issuer or authorize Administrative Bank to vote in respect of the claim of any Bank or the LC Issuer in any such proceeding.
