Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 13 contracts
Samples: Guaranty and Collateral Agreement (Starboard Resources, Inc.), Guarantee and Collateral Agreement (Kodiak Oil & Gas Corp), Guarantee and Collateral Agreement (Kodiak Oil & Gas Corp)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 8.2 of the Credit Agreement. Should any the Administrative Agent or any other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsSecured Obligations and termination of all Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 8 contracts
Samples: Guaranty and Security Agreement (Amneal Pharmaceuticals, Inc.), Guaranty and Security Agreement (Apollo Medical Holdings, Inc.), Guaranty and Security Agreement (Tessco Technologies Inc)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief relief, or other insolvency proceedings involving the Borrower or any GrantorSubsidiary of the Borrower, the Administrative Agent on behalf of as debtor, the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor Guarantor hereby assigns such dividends and payments to the Secured Parties. Should the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit Agreement. Should or any Agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GrantorGuarantor, and which, as between such Grantorthe Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsObligations (other than contingent indemnification obligations), the intended recipient such Guarantor shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other any Secured Parties Party had not received dividends or payments upon the Guarantor Claims.
Appears in 6 contracts
Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.), Pledge Agreement (Quintana Energy Services Inc.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantorthe Guarantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantorthe Guarantor, and which, as between such Grantorthe Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 4 contracts
Samples: Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp), Second Lien Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp), Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Collateral Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 11.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment Payment in full of the ObligationsFull, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Collateral Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (AST SpaceMobile, Inc.), Guarantee and Collateral Agreement (Eos Energy Enterprises, Inc.), Patent Security Agreement (Soundhound Ai, Inc.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment Payment in full of the ObligationsFull, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Sundance Energy Australia LTD), Guarantee and Collateral Agreement (Sundance Energy Australia LTD), Guarantee and Collateral Agreement (Sundance Energy Australia LTD)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Westway Group, Inc.), Guarantee and Collateral Agreement (Petrohawk Energy Corp), Credit Agreement (Energy Partners LTD)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief relief, or other insolvency proceedings involving any GrantorObligor, the Administrative Agent on behalf of the Secured Parties Holders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Obligor Claims. Each Grantor Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties Holders for application against the Guarantied Obligations as provided under Section 10.02 7 of the Credit this Agreement. Should any Agent or Secured Party Holder receive, for application upon the Guarantied Obligations, any such dividend or payment which is otherwise payable to any GrantorObligor, and which, as between such GrantorObligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the Guarantied Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties Holders to the extent that such payments to the Administrative Agent and the other Secured Parties Holders on the Guarantor Obligor Claims have contributed toward the liquidation of the Guarantied Obligations, and such subrogation shall be with respect to that proportion of the Guarantied Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties Holders had not received dividends or payments upon the Guarantor Obligor Claims.
Appears in 2 contracts
Samples: Note Purchase Agreement (Glori Energy Inc.), Note Purchase Agreement (Glori Energy Inc.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Collateral Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Secured Parties for application against the Company Obligations as provided under Section 10.02 4.01 of the Credit Intercreditor Agreement. Should any the Collateral Agent or any other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the Secured Obligations, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Collateral Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 2 contracts
Samples: Second Lien Guaranty and Collateral Agreement (Ultra Petroleum Corp), Warrant Agreement (Ultra Petroleum Corp)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit Term Loan Agreement. Should any Agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 2 contracts
Samples: Term Loan Agreement Guarantee and Collateral Agreement (Petrohawk Energy Corp), Guarantee and Collateral Agreement (Petrohawk Energy Corp)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 10.02(c) of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Secured Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Senior Secured Revolving Credit Agreement (Halcon Resources Corp)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 8.2 of the Credit Agreement. Should any the Administrative Agent or any other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment Payment in full Full of the ObligationsSecured Obligations and termination of all Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 2 contracts
Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Landmark Infrastructure Partners LP)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Secured Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 2 contracts
Samples: Credit Agreement (Eclipse Resources Corp), Guarantee and Collateral Agreement (Halcon Resources Corp)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, any other Loan Party, the Administrative Collateral Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 10.03 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment Payment in full of the ObligationsFull, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Collateral Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Clean Energy Fuels Corp.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Security Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Security Agent for the ratable benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit AgreementSecured Obligations. Should any the Security Agent or any Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Secured Obligations, the intended recipient shall become subrogated to the rights of the Administrative Security Agent and the other Secured Parties to the extent that such payments to the Administrative Security Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Security Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 1 contract
Samples: Seller Guaranty and Security Agreement (Dakota Plains Holdings, Inc.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, (a) the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor Claims and (b) each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit AgreementObligations. Should any the Administrative Agent or any Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the ObligationsSecurity Termination, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any the Grantor, the Administrative Collateral Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each The Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 3.4 of the Credit Collateral Agency Agreement. Should any the Collateral Agent or any other Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any the Grantor, and which, as between such Grantor, which shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Collateral Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 8.03 of the Credit Agreement. Should any the Administrative Agent or any other Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such GrantorGrantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Samples: Option Agreement And
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 3.03(h) of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Deep Down, Inc.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any GrantorGrantor or any other Group Member, the Administrative Collateral Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 of the Credit AgreementNote. Should any the Collateral Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment Payment in full of the ObligationsFull, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Collateral Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Applied Digital Corp.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment Payment in full Full In Cash of the Secured Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief relief, or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Administrative Agent and the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties for application against the Borrower Obligations as provided under Section 10.02 10.02(c) of the Credit Term Loan Agreement. Should any the Administrative Agent or any Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such GrantorGrantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties Guaranteed Creditors for application against the Secured Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party Guaranteed Creditor receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment Payment in full of the ObligationsFull, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties Guaranteed Creditors to the extent that such payments to the Administrative Agent and the other Secured Parties Guaranteed Creditors on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties Guaranteed Creditors had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (EV Energy Partners, LP)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief relief, or other insolvency proceedings involving any Grantor, the Administrative Agent Agent, on behalf of the Agent and the Secured Parties Parties, shall have the right to prove their its claim in any proceeding, so as to establish their its rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent Agent, for the benefit of the Agent and the Secured Parties Parties, for application against the Obligations as provided under Section 10.02 7.02(c) of the Credit Agreement. Should any the Agent or any Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the ObligationsRelease Date, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Samples: Credit Agreement (Tesoro Corp /New/)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any the Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each The Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit Agreement. Should any the Administrative Agent or any other Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any the Grantor, and which, as between such Grantor, which shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Claims.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Jones Energy, Inc.)
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02 7.06 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment Payment in full of the ObligationsFull, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief relief, or other insolvency proceedings involving any GrantorPledgor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Pledgor Claims. Each Grantor Pledgor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GrantorPledgor, and which, as between such GrantorPledgors, shall constitute a credit upon the Guarantor Pledgor Claims, then upon payment Payment in full of the ObligationsFull, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other such Secured Parties Party to the extent that such payments to the Administrative Agent and the other Secured Parties on the Guarantor Claims have dividend or payment has contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other such Secured Parties Party had not received dividends such dividend or payments upon the Guarantor Claimspayment.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties Administrative Agent and the Lenders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties Administrative Agent and the Lenders for application against the Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Party Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties Lenders to the extent that such payments to the Administrative Agent and the other Secured Parties Lenders on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties Lenders had not received dividends or payments upon the Guarantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Collateral Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 3.4 of the Credit Collateral Agency Agreement. Should any the Collateral Agent or any other Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Collateral Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Collateral Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Collateral Agent for the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 6.10 of the Credit AgreementIndenture. Should any Agent agent or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantor, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the Obligations, the intended recipient shall become subrogated to the rights of the Administrative Collateral Agent and the other Secured Parties to the extent that such payments to the Administrative Collateral Agent and the other Secured Parties on the Guarantor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Collateral Agent and the other Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief relief, or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties Persons shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured Parties Persons for application against the Obligations as provided under Section 10.02 10.02(c) of the Credit Agreement. Should any the Administrative Agent or any Secured Party Person receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such GrantorGrantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full of the ObligationsRelease Date, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties Persons to the extent that such payments to the Administrative Agent and the other Secured Parties Persons on the Guarantor Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties Persons had not received dividends or payments upon the Guarantor Grantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief 's relief, or other insolvency proceedings involving any GrantorBorrower as debtor, the Administrative Trustee, Agent on behalf of and/or the Secured Parties Noteholders shall have the right to prove their claim in any proceeding, so as to establish their its rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Grantor Guarantor hereby assigns such dividends and payments to the Administrative Agent for Trustee, as trustee under the benefit of the Secured Parties for application against the Obligations as provided under Section 10.02 of the Credit AgreementIndenture. Should any the Trustee, Agent or Secured Party any Noteholder receive, for application upon the ObligationsLiabilities, any such dividend or payment which is otherwise payable to any GrantorGuarantor, and which, as between such GrantorBorrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsLiabilities, the intended recipient Guarantor shall become subrogated to the rights of the Administrative Trustee, Agent and or the other Secured Parties Noteholders, as applicable, to the extent that such payments to the Administrative Trustee, Agent and or the other Secured Parties Noteholders, as applicable, on the Guarantor Claims have contributed toward the liquidation of the ObligationsLiabilities, and such subrogation shall be with respect to that proportion of the Obligations Liabilities which would have been unpaid if the Administrative Trustee, Agent and the other Secured Parties or Noteholders, as applicable, had not received dividends or payments upon the Guarantor Claims.
Appears in 1 contract
Claims in Bankruptcy. In the event of receivershipa Bankruptcy Event involving Borrower, bankruptcyAdministrative Agent, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties Covered Creditors, shall have the right to prove their claim in any proceeding, proceeding so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Covered Claims. Each Grantor Covered Creditor hereby assigns such dividends and payments to the Administrative Agent Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, for application against the Obligations as provided under Section 10.02 of in the Credit Loan Agreement. Should any the Administrative Agent or Secured Party any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GrantorCovered Creditor, and which, as between Borrower and such GrantorCovered Creditor, shall constitute a credit upon the Guarantor Covered Claims, then upon payment in full of the ObligationsObligations and the termination of all of the commitments under the Loan Agreement, the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Secured Parties Lenders to the extent that such payments to the Administrative Agent and the other Secured Parties Lenders on the Guarantor Covered Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties Lenders had not received dividends or payments upon the Guarantor Covered Claims.
Appears in 1 contract
Samples: Subordination Agreement (Clayton Williams Energy Inc /De)