Common use of Claims in Bankruptcy Clause in Contracts

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

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

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Guarantor, the Borrower or any Subsidiary Agent on behalf of the Borrower, as debtor, Agent and the Lenders 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 Guarantor hereby assigns such dividends and payments to the LendersAgent for the benefit of the Agent and the Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) hereof. Should the Administrative any Agent or any Lender Secured Party receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Agent and the Secured Parties to the extent that such payments to the Lenders Agent and the 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 the Administrative Agent or a Lender and the Secured 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 of any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Effective upon the occurrence of an event described in the prior sentence, each Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. After the occurrence of an event described in the first sentence of this Section 8.02, should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations except for (i) the Swap Agreements which shall be payable upon the terms of such Swap Agreements, (ii) contingent obligations not yet due, and (iii) amounts owed or other obligations under Treasury Management Agreements with respect to which satisfactory collateral has been posted, the expiration of all Letters of Credit (or all such Guarantor Letters of Credit shall have been satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion) outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving the Borrower or any Subsidiary Guarantor, the Administrative Agent on behalf of the Borrower, as debtor, 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 The Guarantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Lenders for application against the Obligations as provided under the Credit Agreement. The Administrative Agent, on behalf of the Lenders, shall be entitled to receive payment in full in cash of the Obligations before the Guarantor shall be entitled to receive any payments in respect of the Guarantor Claims. Should the Administrative Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any the Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any such Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, such Guarantor the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Lenders to the extent that such payments to the Administrative Agent and the other 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 or a Lender and the other Lenders had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Guarantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Claims. Each Guarantor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(b) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent or a Lender and the Guaranteed Creditors 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 any Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, the Lenders 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 custodian payments which would otherwise be payable upon the Guarantor Claims. Each Guarantor After the occurrence and during the continuance of an Event of Default, each Grantor hereby assigns such dividends and payments to the LendersAdministrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 8.2 of the Credit Agreement. Should the Administrative Agent or any Lender other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Secured Obligations (other than Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider, Bank Product Obligations, such Guarantor and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and termination of all Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the other Secured Parties to the extent that such payments to the Lenders 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 or a Lender and the other Secured 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 the Borrower Parent or any Subsidiary of the BorrowerParent, as debtor, 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 Guarantor hereby assigns such dividends and payments to the Administrative Agent, for the benefit of the Lenders. Should the Administrative Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower Parent or any Subsidiary of the Borrower Parent and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, such Guarantor shall become subrogated to the rights of the Lenders to the extent that such payments to the Lenders on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the 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 Insolvency Proceedings involving either of the Borrower Borrowers or any Subsidiary of the BorrowerBorrowers, as debtor, 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 Guarantor hereby assigns such dividends and payments to the Lenders. Should the Administrative Agent or any Lender receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower Borrowers or any Subsidiary of the Borrower Borrowers and any Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Obligations, such Guarantor shall become subrogated to the rights of the Lenders to the extent that such payments to the Lenders on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent or a Lender had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving the Borrower or any Subsidiary of the Borrower, Guarantor as debtor, the Lenders Administrative Agent shall have the right to prove their its claim in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly from the receiver, trustee or other court custodian, custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to the LendersAdministrative Agent. Should the Administrative Agent or any Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon against the Guarantor Claims, then upon payment to Administrative Agent in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of the Lenders Administrative Agent to the extent that such payments to the Lenders 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 the Administrative Agent or a 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 any Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders Secured Parties shall have the right to prove their claim in any such 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 Guarantor Grantor hereby assigns such dividends and payments to the Lenders. Should 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(c) of the Credit Agreement. Should any Agent or any Lender Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Secured Parties to the extent that such payments to the Lenders Administrative Agent and the 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 or a Lender and the Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Guarantor Grantor hereby assigns such dividends and payments to the LendersAdministrative Agent for the benefit of the Administrative Agent and the Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should the Administrative Agent or any Lender Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon irrevocable and indefeasible payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Secured Parties to the extent that such payments to the Lenders Administrative Agent and the 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 or a Lender and the Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Second Amended and Restated Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Second Amended and Restated Credit Agreement and the termination of all of the Guaranteed Swap Agreements and the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Borrower or any Subsidiary Collateral Agent on behalf of the Borrower, as debtor, Collateral Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the LendersCollateral Agent for the benefit of the Collateral Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement (or the Pari Passu Intercreditor Agreement if then in effect). Should the Administrative any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations and the termination of all of the Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Collateral Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Collateral Agent and the Guaranteed Creditors on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, the Lenders 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 Guarantor Grantor hereby assigns such dividends and payments to the LendersAdministrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided by the Swap Intercreditor Agreement, or if no Swap Intercreditor Agreement is in then effect, under Section 10.02 of the Credit Agreement. Should the Administrative any Agent or any Lender Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Secured Obligations, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the other Secured Parties to the extent that such payments to the Lenders 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 or a Lender and the other Secured 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 any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or Xxxxx Fargo, et al. September , 2006 payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Guaranteed Swap Agreements and the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Guarantor, the Borrower or any Subsidiary Administrative Agent, on behalf of the BorrowerAdministrative Agent and the Guaranteed Parties, as debtor, the Lenders 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 Claims. Each Guarantor hereby assigns such dividends and payments to the LendersAdministrative Agent, for the benefit of the Administrative Agent and the Guaranteed Parties, for application against the Obligations as provided under Section 7.02(c) of the Credit Agreement. Should the Administrative Agent or any Lender Guaranteed Party receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full the satisfaction of the ObligationsTermination Conditions, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Parties to the extent that such payments to the Lenders Administrative Agent and the Guaranteed 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 the Administrative Agent or a Lender and the Guaranteed 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, relief or other insolvency proceedings involving any Grantor, the Borrower or any Subsidiary Collateral Agent on behalf of the Borrower, as debtor, the Lenders 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 custodian payments which would otherwise be payable upon the Guarantor Claims. Each Guarantor After the occurrence and during the continuance of an Event of Default, each Grantor hereby assigns such dividends and payments to the LendersCollateral Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 8.2 of the Note Purchase Agreement. Should the Administrative Collateral Agent or any Lender other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the Secured Obligations (other than Hedging Obligations owed by any Note Party to any Purchaser-Related Hedge Provider, Bank Product Obligations, such Guarantor and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and termination of all Commitments, the intended recipient shall become subrogated to the rights of the Lenders Collateral Agent and the other Secured Parties to the extent that such payments to the Lenders Collateral 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 Collateral Agent or a Lender and the other Secured 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 any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the LendersAdministrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should the Administrative Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations and the termination of all of the Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings under any Federal, state or foreign bankruptcy, insolvency, receivership or other debtor relief laws involving the Borrower Canam or any Subsidiary of the Borrower, MOCL as debtor, the Administrative Agent, the Issuing Banks and the Lenders shall have the right to prove their its claim in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly from the receiver, trustee trustee, or other court custodian, custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor The Company hereby assigns such dividends and payments to the Administrative Agent, the Issuing Banks and Lenders. Should the Administrative Agent Agent, any Issuing Bank or any Lender receive, for application upon the ObligationsGuaranteed Debt, any such dividend or payment which is otherwise payable to any Guarantorthe Company, and which, as between Canam or MOCL, as applicable, and the Borrower or any Subsidiary of the Borrower and any GuarantorCompany, shall constitute a credit upon the Guarantor Claims, then upon payment to the Administrative Agent, the Issuing Banks and Lenders in full of the ObligationsGuaranteed Debt, such Guarantor the Company shall become subrogated to the rights of the Administrative Agent, the Issuing Banks and Lenders to the extent that such payments to the Administrative Agent, the Issuing Banks and Lenders on the Guarantor Claims have contributed toward the liquidation of the ObligationsGuaranteed Debt, and such subrogation shall be with respect to that proportion of the Obligations Guaranteed Debt which would have been unpaid if the Administrative Agent or a Lender Agent, the Issuing Banks and the Lenders had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.6 of the Loan Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations under the Loan Agreement and the termination of all of the Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving the Borrower or any Subsidiary of the Borrower, as debtor, the Administrative Agent and Lenders shall have the right to prove their claim respective claims in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly 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 Administrative Agent for the Lendersbenefit of the Lenders to the extent of the Guaranteed Obligations. Should the Administrative Agent or any Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall constitute a credit upon against the Guarantor Claims, then then, upon the indefeasible payment and performance in full to Administrative Agent and Lenders of the Loan Obligations and the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of the Administrative Agent and Lenders to the extent that such payments to the Lenders 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 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 any Guarantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Claims. Each Guarantor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 11.02(b) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Administrative Agent or a Lender and the Guaranteed Creditors 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 Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders Secured Parties shall have the right to prove their claim in any such proceeding, so as to establish their rights hereunder and and, subject to the Intercreditor Agreement, receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Grantor Claims. Each Guarantor Subject to the Intercreditor Agreement, each Grantor hereby assigns such dividends and payments to the Lenders. Should 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(c) of the Credit Agreement. Should any Agent or any Lender Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Secured Parties to the extent that such payments to the Lenders Administrative Agent and the 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 or a Lender and the Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations and the termination of all of the Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving the Borrower or any Subsidiary Guarantor, the Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Claims. Each The Guarantor hereby assigns such dividends and payments to the LendersAdministrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 11.02(c) of the Credit Agreement. Should the Administrative Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any the Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, which shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations and the termination of all of the Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors 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 or a Lender and the Guaranteed Creditors 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 Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any Grantor, the Borrower or any Subsidiary Collateral Agent on behalf of the Borrower, as debtor, the Lenders Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and and, subject to the First Lien/Second Lien Intercreditor Agreement, receive directly from the receiver, trustee or other court custodian, dividends and custodian payments which would otherwise be payable upon the Guarantor Claims. Each Guarantor After the occurrence and during the continuance of an Event of Default, each Grantor hereby assigns such dividends and payments to the LendersCollateral Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 8.2 of the Note Purchase Agreement. Should the Administrative Collateral Agent or any Lender other Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of the ObligationsSecured Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and termination of all Commitments and Delayed Draw Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Collateral Agent and the other Secured Parties to the extent that such payments to the Lenders Collateral 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 Collateral Agent or a Lender and the other Secured 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, relief or other insolvency proceedings involving any Guarantor, the Borrower or any Subsidiary US Administrative Agent on behalf of the Borrower, as debtor, US Administrative Agent and the Lenders 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 Claims. Each Guarantor hereby assigns such dividends and payments to the LendersUS Administrative Agent for the benefit of the US Administrative Agent and the Guaranteed Creditors for application against the Guarantor Obligations as provided under Section 11.02(b) of the Credit Agreement. Should the Administrative any Agent or any Lender Guaranteed Creditor receive, for application upon the Guarantor Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the Guarantor Obligations, such Guarantor the expiration of all Letters of Credit (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Lenders US Administrative Agent and the Guaranteed Creditors to the extent that such payments to the US Administrative Agent and the Lenders on the Guarantor Claims have contributed toward the liquidation of the Guarantor Obligations, and such subrogation shall be with respect to that proportion of the Guarantor Obligations which would have been unpaid if the US Administrative Agent or a Lender and the Guaranteed Creditors 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 Grantor, the Borrower or any Subsidiary US Administrative Agent on behalf of the Borrower, as debtor, US Administrative Agent and the Lenders Secured 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 Guarantor Grantor hereby assigns such dividends and payments to the LendersUS Administrative Agent for the benefit of the US Administrative Agent and the Secured Creditors for application against the Borrower Obligations as provided under the Credit Agreement. Should the Administrative any Agent or any Lender Secured Creditor receive, for application upon the Borrower Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Lenders US Administrative Agent and the Secured Creditors to the extent that such payments to the US Administrative Agent and the Lenders on the Guarantor Grantor Claims have contributed toward the liquidation of the Borrower Obligations, and such subrogation shall be with respect to that proportion of the Borrower Obligations which would have been unpaid if the US Administrative Agent or a Lender and the Secured Creditors had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any Grantor, the Borrower or any Subsidiary US Administrative Agent on behalf of the Borrower, as debtor, US Administrative Agent and the Lenders Secured 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 Guarantor Grantor hereby assigns such dividends and payments to the LendersUS Administrative Agent for the benefit of the US Administrative Agent and the Secured Creditors for application against the Obligations as provided under the Credit Agreement. Should the Administrative any Agent or any Lender Secured Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full in cash of the Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Lenders US Administrative Agent and the Secured Creditors to the extent that such payments to the US Administrative Agent and the Lenders 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 US Administrative Agent or a Lender and the Secured Creditors had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings proceeding involving the Borrower or any Subsidiary of the Borrower, Guarantor as a debtor, the Administrative Agent and Lenders shall have the right to prove their claim in any proceeding, such proceeding so as to establish their its rights hereunder and receive directly from the receiver, trustee or other court custodian, custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Administrative Agent for the ratable benefit of the Lenders. Should the Administrative Agent or any Lender receive, for application upon against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, Guarantor and which, as between the Borrower or any Subsidiary of the Borrower and any such Guarantor, shall constitute a credit upon against the Guarantor Claims, then then, upon payment to Administrative Agent for the ratable benefit of the Lenders in full of the Obligations and the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of the Administrative Agent and Lenders to the extent that such payments to the Administrative Agent and 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 and Lenders had not received dividends or payments upon the Guarantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Guarantor, the Borrower or any Subsidiary Agent on behalf of the Borrower, as debtor, Agent and the Lenders 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 Guarantor hereby assigns such dividends and payments to the LendersAgent for the benefit of the Agent and the Secured Parties for application against the Obligations as provided under Article XI hereof. Should the Administrative any Agent or any Lender Secured Party receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Agent and the Secured Parties to the extent that such payments to the Lenders Agent and the 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 the Administrative Agent or a Lender and the Secured 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 any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations and the termination of all of the Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s 's relief, or other insolvency proceedings involving any Guarantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Claims. Each Guarantor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors 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 or a Lender and the Guaranteed Creditors 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 Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Guarantor Grantor hereby assigns such dividends and payments to the LendersAdministrative Agent for the benefit of the Administrative Agent and the Secured Parties for application against the Borrower Obligations as provided under Section 10.02(c) of the Term Loan Agreement. Should the Administrative Agent or any Lender Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon irrevocable and indefeasible payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Term Loan Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Secured Parties to the extent that such payments to the Lenders Administrative Agent and the 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 or a Lender and the Secured Parties had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Borrower or any Subsidiary Collateral Agent on behalf of the Borrower, as debtor, Collateral Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the LendersCollateral Agent for the benefit of the Collateral Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should the Administrative any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations and the termination of all of the Commitments, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Collateral Agent and the Guaranteed Creditors to the extent that such payments to the Collateral Agent and the Lenders on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

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

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders Secured 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 Guarantor Grantor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Secured Creditors for application against the Borrower Obligations as provided under the Credit Agreement. Should any Agent or any Lender Secured Creditor receive, for application upon the Borrower Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Secured Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Grantor Claims have contributed toward the liquidation of the Borrower Obligations, and such subrogation shall be with respect to that proportion of the Borrower Obligations which would have been unpaid if the Administrative Agent or a Lender and the Secured Creditors had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive receive, subject in all respects to the Intercreditor Agreement, directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Loan Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the ObligationsBorrower Obligations under the Loan Agreement, such Guarantor the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, relief or other insolvency proceedings involving any Grantor, (a) the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, the Lenders 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 Guarantor Claims and (b) each Grantor hereby assigns such dividends and payments to the LendersAdministrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under the terms of the Swap Intercreditor Agreement, and if no Swap Intercreditor Agreement is then in effect, then as provided in Section 2.11(f) of the Note Purchase Agreement. Should the Administrative Agent or any Lender Secured Party receive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between such Grantor and the Borrower Issuer or any Subsidiary of the Borrower and any Guarantoranother Grantor, shall constitute a credit upon the Guarantor Claims, then upon payment in full of Security Termination, the Obligations, such Guarantor intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the other Secured Parties to the extent that such payments to the Lenders 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 or a Lender and the other Secured 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 any Grantor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders Secured 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 Guarantor Grantor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Secured Creditors for application against the Borrower Obligations as provided under the Credit Agreement. Should any Agent or any Lender Secured Creditor receive, for application upon the Borrower Obligations, any such dividend or payment which is otherwise payable to any GuarantorGrantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Grantors, shall constitute a credit upon the Guarantor Grantor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Secured Creditors to the extent that such payments to the Administrative Agent and the Lenders on the Guarantor Grantor Claims have contributed toward the liquidation of the Borrower Obligations, and such subrogation shall be with respect to that proportion of the Borrower Obligations which would have been unpaid if the Administrative Agent or a Lender and the Secured Creditors had not received dividends or payments upon the Guarantor Grantor Claims.

Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Borrower or any Subsidiary Administrative Agent on behalf of the Borrower, as debtor, Administrative Agent and the Lenders 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 Obligor Claims. Each Guarantor Obligor hereby assigns such dividends and payments to the Lenders. Should Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations as provided under Section 10.02(c) of the Credit Agreement. Should any Agent or any Lender Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any GuarantorObligor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantorsuch Obligors, shall constitute a credit upon the Guarantor Obligor Claims, then upon payment in full in cash of the Borrower Obligations, such Guarantor the expiration of all Letters of Credit outstanding under the Credit Agreement and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Lenders Administrative Agent and the Guaranteed Creditors to the extent that such payments to the Lenders Administrative Agent and the Guaranteed Creditors on the Guarantor Obligor 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 or a Lender and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Obligor Claims.. Houston 3945380v.4