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 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 Lender. Should Lender receive, for application against 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 against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations which would have been unpaid if 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 Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 the Lenders 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 ClaimsClaims up to the amount of the Liabilities. Guarantor hereby assigns such dividends and payments to Lenderthe Lenders up to the amount of the Liabilities. Should the Agent or any Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to 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 the Lenders 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 the 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 Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between any Borrower and Guarantor or as between Operating Lessee and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 the Lenders 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 ClaimsClaims up to the amount of the Liabilities. Guarantor hereby assigns such dividends and payments to Lenderthe Lenders up to the amount of the Liabilities. Should the Agent or any Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to 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 the Lenders 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 the 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 Guarantor Seller as debtor, Lender Buyer shall have the right to prove its claim claims 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 for the Guarantor Claims. Guarantor hereby assigns such dividends and payments to LenderBuyer. Should Lender Buyer receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Seller and Guarantor, shall constitute a credit against for the Guarantor Claims, then upon payment to Lender Buyer in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Buyer to the extent that such payments to Lender Buyer 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 Buyer had not received dividends or payments upon for 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 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 Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, (i) Lender shall apply such dividend or payment to the Guaranteed Obligations and (ii) upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Guarantor’s Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Guarantor’s Claims, then upon payment to Lender in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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, any proceeding under the Bankruptcy Code or any other insolvency proceedings Creditors’ Rights Laws involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Borrower, Mortgage Loan Borrower, Maryland Owner, any other Restricted Party and/or Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 had not received dividends or payments upon the Guarantor Claims, provided, however, that Guarantor shall have no such subrogation rights until repayment in full of the Debt, the Other Mezzanine Loans and the Mortgage Loan.

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 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 the Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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, or other insolvency proceedings involving any Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed ObligationsObligation, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between any Borrower and any Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed ObligationsObligation, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed ObligationsObligation, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations Obligation which would have been unpaid if 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, or other insolvency proceedings involving any Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between any Borrower and any Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against 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 against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 had not received dividends or payments upon the 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 's relief, or other insolvency proceedings involving Guarantor Borrower as debtor, Lender the Lenders 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 Lenderthe Lenders. Should the Agent or any Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to 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 the Lenders 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 the 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 Guarantor as debtor, Lender Lessor 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 LenderLessor. Should Lender Lessor receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Lessee and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender Lessor in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Lessor to the extent that such payments to Lender Lessor 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 Lessor 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 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 Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between either Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations which would have been unpaid if 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 any Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between any Borrower and such Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full and performance of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations which would have been unpaid if 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 debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment or performance to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 had not received dividends or payments upon the 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, receivership or other insolvency proceedings under any Creditors’ Rights Law involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between Borrower and GuarantorGuarantors, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between Borrower any one or both of the Borrowers and Guarantorany one or both of the Guarantors, shall constitute a credit against the Guarantor Claims, then then, upon payment to 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 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 had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings proceeding involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon full payment and performance to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 LenderLender effective from and after the commencement of any such proceeding. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends dividends, distributions and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends dividends, distributions and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon the ninety-first (91st) day after irrevocable payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 the Lenders 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 Lenderthe Lenders. Should the Agent or any Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to 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 the Lenders 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 the Agent or a 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, or other insolvency proceedings proceeding involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against 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 against the upon Guarantor Claims, then upon payment to Lender in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 any Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between any Borrower and any Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full and performance of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 the Lenders 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 Lenderthe Lenders. Should the Agent or any Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to 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 the Lenders 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 the 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, relief or other insolvency proceedings involving Guarantor Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon the Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations which would have been unpaid if 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, or other insolvency proceedings proceeding involving Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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, 's relief or other insolvency proceedings proceeding involving any Guarantor as a debtor, Lender Landlord 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 LenderLandlord. Should Lender Landlord receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between Borrower Tenant and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender Landlord in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Landlord to the extent that such payments to Lender Landlord 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 Landlord had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, any proceeding under the Bankruptcy Code or any other insolvency proceedings Creditors’ Rights Laws involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Borrower, Maryland Owner, Mezzanine Borrowers, any other Restricted Entity and/or Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 had not received dividends or payments upon the Guarantor Claims, provided, however, that Guarantor shall have no such subrogation rights until repayment in full of the Debt, the Mezzanine Loans and the Loan.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 any Bankruptcy Proceeding involving Guarantor any Obligor as debtor, Lender Collateral Agent shall have the right to prove its claim the claims of each Guaranteed Credit Party in any such proceeding so as to establish its their rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender Collateral Agent receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower any Obligor and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender the Guaranteed Credit Parties in full of the Guaranteed Obligations (other than Contingent Indemnification Obligations), Guarantor shall become subrogated to the rights of Lender the Guaranteed Credit Parties to the extent that such payments to Lender the Guaranteed Credit Parties 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 Collateral Agent 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, 's relief or other insolvency proceedings proceeding involving any Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between Borrower and GuarantorGuarantors, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 the Loan 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 Lenderthe Loan Parties. Should Lender any Loan Party receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender the Loan Parties in full of the Guaranteed ObligationsDebt, such Guarantor shall become subrogated to the rights of Lender the Loan Parties to the extent that such payments to Lender the Loan 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 the Loan Parties 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 Agent 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 LenderAgent for the benefit of Lenders. Should Lender Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Lenders to the extent that such payments to Lender 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 Lender 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 Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon the Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and and/or Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Agent 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 LenderAgent for the benefit of Lenders. Should Lender Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Lenders to the extent that such payments to Lender 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 Lender Agent 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, or other insolvency proceedings proceeding involving a Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to a Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lender. Should Lender receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor or Equity Owner and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Administrative Agent 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 LenderAdministrative Agent. Should Lender Administrative Agent receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender Administrative Agent in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender Administrative Agent to the extent that such payments to Lender Administrative Agent 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 Administrative Agent 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 Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 7 Guaranty of Recourse Obligations(Mezzanine) Guaranteed Obligations which would have been unpaid if 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 as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against the upon Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Noteholder 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 LenderNoteholder. Should Lender Noteholder receive, for application against upon the Guaranteed ObligationsDebt, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Maker and Guarantor, shall constitute a credit against the upon Guarantor Claims, then upon payment or performance to Lender Noteholder in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender Noteholder to the extent that such payments payment or performances to Lender Noteholder 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 Noteholder 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, or other insolvency proceedings proceeding involving any Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and any Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, each Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Agent 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 LenderAgent for the benefit of the Lending Parties. Should Lender Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Lenders to the extent that such payments to Lender 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 Lender 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 any Bankruptcy Proceeding involving Guarantor any Obligor as debtor, Lender Collateral Agent shall have the right to prove its claim the claims of each Guaranteed Credit Party in any such proceeding so as to establish its their rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender Collateral Agent receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower any Obligor and such Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender the Guaranteed Credit Parties in full of the Guaranteed Obligations (other than Contingent Indemnification Obligations), such Guarantor shall become subrogated to the rights of Lender the Guaranteed Credit Parties to the extent that such payments to Lender the Guaranteed Credit Parties 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 Collateral 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 Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against upon the MORGAN GUARANTY TRUST COMPANY 9 Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations which would have been unpaid if 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 Seller as debtor, Lender Buyer shall have the right to prove its claim their claims in any such proceeding so as to establish its their rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to LenderBuyer. Should Lender Buyer receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Seller and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender Buyer in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Buyer to the extent that such payments to Lender Buyer 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 Buyer 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 Company as debtor, Lender the Banks 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 Lenderthe Banks. Should Lender the Agent or any Bank receive, for application against upon the Guaranteed ObligationsLiabilities, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Company and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed ObligationsLiabilities, Guarantor shall become subrogated to the rights of Lender the Banks to the extent that such payments to Lender the Banks 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 the Agent or a Bank 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, or other insolvency proceedings proceeding involving Guarantor as debtor, Lender each Secured Party 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 irrevocably assigns such dividends and payments to LenderSecured Parties. Should Lender Secured Parties receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between any Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender Payment in full Full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Administrative Agent and Lenders to the extent that such payments to Lender Secured Parties 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 Administrative Agent or any 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 any Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between Borrower any Obligor and such Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Agent 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 LenderAgent for the benefit of Lenders. Should Lender Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Lenders to the extent that such payments to Lender Agent on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such USActive 32932202.9 -12- subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender 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 Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Guarantors hereby assigns assign such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Guarantors Claims, then upon payment to Lender in full of the Guaranteed ObligationsDebt, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 had not received dividends or payments upon the Guarantor Guarantors 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 Lessor 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 LenderLessor. Should Lender Lessor receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower any Lessee and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender Lessor in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Lessor to the extent that such payments to Lender Lessor 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 Lessor 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 Principal as debtor, Lender Noteholder 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 Principal Claims. Guarantor Principal hereby assigns such dividends and payments to LenderNoteholder. Should Lender Noteholder receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to GuarantorPrincipal, and which, as between Borrower Assumptor and GuarantorPrincipal, shall constitute a credit against upon the Guarantor Principal Claims, then upon payment to Lender Noteholder in full of the Guaranteed Obligations, Guarantor Principal shall become subrogated to the rights of Lender Noteholder to the extent that such payments to Lender Noteholder on the Guarantor Principal 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 Noteholder had not received dividends or payments upon the Guarantor Principal Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Borrower, Property Owner and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 had not received dividends or payments upon the 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 Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor or Operating Lessee and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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, 's relief or other insolvency proceedings proceeding involving Guarantor either or both Guarantors as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, either or both Guarantors and which, as between Borrower among any or all of the Borrowers and Guarantoreither or both Guarantors, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Trustee on behalf of Noteholders 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 LenderTrustee for the benefit of Noteholders. Should Lender Trustee for the benefit of Noteholders receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Issuers and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender Trustee for the benefit of Noteholders in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Trustee to the extent that such payments to Lender Trustee 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 Trustee had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivershipevxxx xx xxxeivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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 Lenderthe Credit Parties. Should Lender any Credit Party receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender the 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 payments to Lender the 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 the 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 Agent 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 LenderAgent for the benefit of Lenders. Should Lender Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Lenders to the extent that such payments to Lender 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 Lender 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 Guarantor Borrower as debtor, Lender the Lenders 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 Lenderthe Lenders. Should the Administrative Agent or any Lender receive, for application against 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 against the upon Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender the Lenders to the extent that such payments to Lender 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 the 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 's relief, or other insolvency proceedings involving Guarantor Company as debtor, 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. Guarantor hereby assigns such dividends and payments to Lenderthe Lenders. Should the Administrative Agent or any Lender receive, for application against upon the Guaranteed ObligationsLiabilities, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Company and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to 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 the 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 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 the Loan 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 Lenderthe Loan Parties. Should Lender any Loan Party receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender the Loan Parties in full of the Guaranteed ObligationsDebt, such Guarantor shall become subrogated to the rights of Lender the Loan Parties to the extent that such payments to Lender the Loan 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 the Loan 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 Lender, until the Guaranteed Obligations are repaid in full, 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Seller as debtor, Lender Buyer 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 Guarantors hereby assigns assign such dividends and payments to LenderBuyer. Should Lender Buyer receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to GuarantorGuarantors, and which, as between Borrower Seller and GuarantorGuarantors, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender Buyer in full of the Guaranteed Obligations, Guarantor Guarantors shall become subrogated to the rights of Lender Buyer to the extent that such payments to Lender Buyer 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 Buyer 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 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 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. Guarantor hereby assigns such dividends and payments to Lenderthe Credit Parties. Should Lender any Credit Party receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender the Credit Parties in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender the Credit Parties to the extent that such payments to Lender the 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 the 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 shall have the right to prove its Lender’s claim in any such proceeding so as to establish its their rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Agent 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 LenderAgent for the benefit of Banks. Should Lender Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower Borrowers and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Banks to the extent that such payments to Lender 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 Lender Agent 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, or other insolvency proceedings proceeding involving Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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, or other insolvency proceedings involving a Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 the Loan 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 Lenderthe Loan Parties. Should Lender any Loan Party receive, for application against upon the Guaranteed ObligationsDebt, any such dividend or payment which is otherwise payable to such Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender the Loan Parties in full of the Guaranteed ObligationsDebt, such Guarantor shall become subrogated to the rights of Lender the Loan Parties to the extent that such payments to Lender the Loan 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 the Loan 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 Seller as debtor, Lender Administrative Agent shall have the right to prove its claim claims 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 for the Guarantor Claims. Guarantor hereby assigns such dividends and payments to LenderAdministrative Agent. Should Lender Administrative Agent receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower Seller and Guarantor, shall constitute a credit against for the Guarantor Claims, then upon payment to Lender Administrative Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender Administrative Agent to the extent that such payments to Lender Administrative 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 Lender Administrative Agent had not received dividends or payments upon for 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 shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and and, to the fullest extent permitted by applicable law, 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 Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 any Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, any Guarantor and which, as between any Borrower and such Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 7 Guaranty of Recourse Obligations Guaranteed Obligations which would have been unpaid if 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 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 the Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations which would have been unpaid if 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 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 Lenderthe Credit Parties. Should Lender any Credit Party receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender the 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 payments to Lender the 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 the 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 's relief, or other insolvency proceedings involving Guarantor Borrower as debtor, the Lender 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 Guarantors hereby assigns assign such dividends and payments to the Lender. Should the Lender receive, for application against upon the Guaranteed ObligationsLiabilities, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed ObligationsLiabilities, such Guarantor shall become subrogated to the rights of the Lender to the extent that such payments to the Lender 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 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 debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between any Borrower and Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 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 the Loan 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. Guarantor hereby assigns such dividends and payments to Lenderthe Loan Parties. Should Lender any Loan Party receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender the Loan Parties in full of the Guaranteed ObligationsDebt, Guarantor shall become subrogated to the rights of Lender the Loan Parties to the extent that such payments to Lender the Loan 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 the Loan Parties 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 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 the Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion portion of the Guaranteed Obligations which would have been unpaid if 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, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then then, upon payment to Lender in full and performance of the Guaranteed ObligationsObligations and the repayment of the Loan, Guarantor shall become subrogated to the rights of Lender to the extent that of such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed ObligationsClaims, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if 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, any proceeding under the Bankruptcy Code or any other insolvency proceedings Creditors’ Rights Laws involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Borrower, Mortgage Loan Borrower. Maryland Owner, Senior Mezzanine Borrower, any other Restricted Party and/or Guarantor, shall constitute a credit against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 had not received dividends or payments upon the Guarantor Claims, provided, however, that Guarantor shall have no such subrogation rights until repayment in full of the Debt, the Other Mezzanine Loans and the Mortgage Loan.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against 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 against upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to 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 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.