Common use of Guarantor Claims Clause in Contracts

Guarantor Claims. (a) Until payment in full of the Debt (including interest accruing on the Note after the commencement of a proceeding by or against Borrower under any Creditors Rights Law, which interest the parties agree remains a claim that is prior and superior to any claim of any Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code or other Creditors Rights Law generally), each Guarantor agrees not to accept any payment or satisfaction of any Guarantor Claims and hereby assigns all such Guarantor Claims to Lender, including the right (but not the obligation) to file proof of claim and to vote in any Bankruptcy Action, including the right to vote on any plan of reorganization, liquidation or other proposal for debt adjustment under any Creditors Rights Law. (b) Each Guarantor agrees that no payment by it under this Indemnity shall give rise to (a) any rights of subrogation against Borrower or the Collateral for the Debt, or (b) any rights of contribution against any other Person, in each case unless and until Lender has received full and indefeasible payment of the Debt and performance of the Other Obligations. If the deferral of such rights shall be unenforceable for any reason, each Guarantor agrees that (a) its rights of subrogation shall be junior and subordinate to Lender’s rights against Borrower and the Collateral for the Debt, and (b) its rights of contribution against any other Person shall be junior and subordinate to Lender’s rights against any other Person. (c) Any Guarantor Claim shall be and hereby is deferred, postponed and subordinated to the prior payment in full of the Debt. Further, each Guarantor agrees that should such Guarantor receive any funds, payment, claim, distribution, satisfaction or security for any Guarantor Claim, the same shall be delivered to Lender in the form received (endorsed or assigned as may be appropriate) for application on account of, or as security for, the Debt and until so delivered to Lender, shall be held in trust for Lender as security for the Debt, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claim, distribution, satisfaction or security except to pay or deliver the same to Lender, and each Guarantor covenants to promptly pay or deliver the same to Lender. (d) Each Guarantor agrees that it shall have no Liens or security interests upon Borrower’s assets to secure any Guarantor Claim and, to the extent that any such Lien or security interest in Borrower’s assets exists or shall hereafter be created or attach for any reason, such Liens and security interests are and shall remain inferior and subordinate to the Liens and security interests of Lender securing the Debt. Without the prior written consent of Lender, no Guarantor shall (i) exercise or enforce any creditor’s rights it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps to institute any action or proceedings to enforce any Liens or security interests on any asset of Borrower. (e) In the event of any Bankruptcy Action involving any Guarantor as debtor, Lender shall have the right to prove its claim in any such Bankruptcy Action so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and any such Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall be subrogated to the rights of Lender to the extent that such payments to Lender on any such Guarantor Claim have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon such Guarantor Claim.

Guarantor Claims. (a) Until payment the Guaranteed Obligations are indefeasibly paid in full of full, the Debt (including interest accruing on the Note after the commencement of a proceeding by Guaranteed Obligations have been performed and discharged and all Commitments have been terminated or against Borrower under any Creditors Rights Law, which interest the parties agree remains a claim that is prior and superior to any claim of any Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code or other Creditors Rights Law generally)expired, each Guarantor agrees not to accept any payment or satisfaction of any Guarantor Claims and hereby assigns all such Guarantor Claims to Lender, including the right (but not the obligation) to file proof of claim and to vote in any Bankruptcy Actionaction under any Debtor Relief Law, including the right to vote on any plan of reorganization, liquidation or other proposal for debt adjustment under any Creditors Rights Debtor Relief Law. (b) Each Guarantor agrees that no payment by it under this Indemnity shall Guaranty will give rise to (ai) any rights of subrogation against Borrower or the Collateral for the DebtGuaranteed Obligations, or (bii) any rights of contribution against any other Person, in each case unless and until Lender has received full and indefeasible payment of the Debt and performance of the Other Guaranteed Obligations. If the deferral of such rights shall will be unenforceable for any reason, each Guarantor agrees that (aiii) its rights of subrogation shall will be junior and subordinate to Lender’s 's rights against Borrower Borrower, any other guarantor, and the Collateral for the DebtObligations, and (biv) its rights of contribution against any other Person shall will be junior and subordinate to Lender’s the rights against any other PersonPerson of Lender. (c) Any Guarantor Claim shall will be and hereby is deferred, postponed and subordinated to the prior payment in full of the DebtGuaranteed Obligations. Further, each Each Guarantor agrees that should such Guarantor receive any funds, payment, claim, distribution, satisfaction or security for any Guarantor Claim, the same shall will be delivered to Lender in the form received (endorsed or assigned as may be appropriate) for application on account of, or as security for, the Debt Guaranteed Obligations and until so delivered to Lender, shall will be held in trust for Lender as security for the DebtGuaranteed Obligations, and agrees that it shall will have absolutely no dominion over the amount of such funds, payments, claim, distribution, satisfaction or security except to pay or deliver the same to Lender, and each Guarantor covenants to promptly pay or deliver the same to Lender. (d) Each Guarantor agrees that it shall will have no Liens liens or security interests upon Borrower’s a Loan Party's assets to secure any Guarantor Claim and, to the extent that any such Lien lien or security interest in Borrower’s such Guarantor's assets exists or shall will hereafter be created or attach for any reason, such Liens liens and security interests are and shall will remain inferior and subordinate to the Liens liens and security interests of Lender securing the DebtGuaranteed Obligations. Without the prior written consent of Lender, no Guarantor shall will (i) exercise or enforce any creditor’s 's rights it may have against Borrowerany Loan Party, or (ii) foreclose, repossess, sequester or otherwise take steps to institute any action or proceedings to enforce any Liens liens or security interests on any asset of Borrowerany Loan Party. (e) In the event of any Bankruptcy Action bankruptcy action or proceeding under any Debtor Relief Law involving any a Guarantor as debtor, Lender shall will have the right to prove its claim in any such Bankruptcy Action action or proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, such Guarantor and which, as between Borrower and any such Guarantor, shall which will constitute a credit against the Guarantor Claims, then upon full payment to Lender in full and satisfaction of the Guaranteed Obligations, such Guarantor shall will be subrogated to the rights of Lender to the extent that such payments with respect to Lender on any such Guarantor Claim have contributed toward the liquidation of all the Guaranteed Obligationsobligations under this Guaranty, and such subrogation shall will be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon such Guarantor Claim.

Guarantor Claims. (a) Until payment the Obligations are indefeasibly paid in full of the Debt (including interest accruing on the Note after the commencement of a proceeding by full, all other obligations hereunder have been performed and discharged, and all Commitments have terminated or against Borrower under any Creditors Rights Law, which interest the parties agree remains a claim that is prior and superior to any claim of any Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code or other Creditors Rights Law generally)expired, each Guarantor agrees not to accept any payment or satisfaction of any Guarantor Claims and hereby assigns all such Guarantor Claims to Lender, including the right (but not the obligation) to file proof of claim and to vote in any Bankruptcy Actionaction under any Debtor Relief Law, including the right to vote on any plan of reorganization, liquidation or other proposal for debt adjustment under any Creditors Rights Debtor Relief Law. (b) Each Guarantor agrees that no payment by it under this Indemnity shall Guaranty will give rise to (ai) any rights of subrogation against Borrower or the Collateral for the DebtObligations, or (bii) any rights of contribution against any other Person, in each case unless and until Lender has received full and indefeasible payment of the Debt and performance of the Other Obligations. If the deferral of such rights shall will be unenforceable for any reason, each Guarantor agrees that (aiii) its rights of subrogation shall will be junior and subordinate to Lender’s 's rights against Borrower Borrower, any other guarantor, and the Collateral for the DebtObligations, and (biv) its rights of contribution against any other Person shall will be junior and subordinate to Lender’s the rights against any other PersonPerson of Lender. (c) Any Guarantor Claim shall will be and hereby is deferred, postponed and subordinated to the prior payment in full of the DebtObligations. Further, each Guarantor agrees that should such Guarantor receive any funds, payment, claim, distribution, satisfaction or security for any Guarantor Claim, the same shall will be delivered to Lender in the form received (endorsed or assigned as may be appropriate) for application on account of, or as security for, the Debt Obligations and until so delivered to Lender, shall will be held in trust for Lender as security for the DebtObligations, and agrees that it shall will have absolutely no dominion over the amount of such funds, payments, claim, distribution, satisfaction or security except to pay or deliver the same to Lender, and each Guarantor covenants to promptly pay or deliver the same to Lender. (d) Each Guarantor agrees that it shall will have no Liens liens or security interests upon Borrower’s a Loan Party's assets to secure any Guarantor Claim and, to the extent that any such Lien lien or security interest in Borrower’s Guarantor's assets exists or shall will hereafter be created or attach for any reason, such Liens liens and security interests are and shall will remain inferior and subordinate to the Liens liens and security interests of Lender securing the DebtObligations. Without the prior written consent of the Lender, no Guarantor shall will not (i) exercise or enforce any creditor’s 's rights it may have against Borrowerany Loan Party, or (ii) foreclose, repossess, sequester or otherwise take steps to institute any action or proceedings to enforce any Liens liens or security interests on any asset of Borrowerany Loan Party. (e) In the event of any Bankruptcy Action bankruptcy action or proceeding under any Debtor Relief Law involving any Guarantor as debtor, Lender shall will have the right to prove its claim in any such Bankruptcy Action action or proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should the Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, Guarantor and which, as between Borrower and any such Guarantor, shall which will constitute a credit against the Guarantor Claims, then upon full payment to Lender in full and satisfaction of the Guaranteed Obligations, Guarantor shall will be subrogated to the rights of Lender to the extent that such payments with respect to Lender on any such Guarantor Claim have contributed toward the liquidation of all the Guaranteed Obligationsobligations under this Guaranty, and such subrogation shall will be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon such Guarantor Claim.

Guarantor Claims. (a) Until payment in full of the Debt (including interest accruing on the Note after the commencement of a proceeding by or against Borrower under any Creditors Rights Law, which interest the parties agree remains a claim that is prior and superior to any claim of any Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code or other Creditors Rights Law generally), each Guarantor agrees not to accept any payment or satisfaction of any Guarantor Claims and hereby assigns all such Guarantor Claims to Lender, including the right (but not the obligation) to file proof of claim and to vote in any Bankruptcy Action, including the right to vote on any plan of reorganization, liquidation or other proposal for debt adjustment under any Creditors Rights Law. (b) Each Guarantor agrees that no payment by it under this Indemnity shall give rise to (a) any rights of subrogation against Borrower or the Collateral for the Debt, or (b) any rights of contribution against any other Person, in each case unless and until Lender has received full and indefeasible payment of the Debt and performance of the Other Obligations. If the deferral of such rights shall be unenforceable for any reason, each Guarantor agrees that (a) its rights of subrogation shall be junior and subordinate to Lender’s 's rights against Borrower and the Collateral for the Debt, and (b) its rights of contribution against any other Person shall be junior and subordinate to Lender’s 's rights against any other Person. (c) Any Guarantor Claim shall be and hereby is deferred, postponed and subordinated to the prior payment in full of the Debt. Further, each Guarantor agrees that should such Guarantor receive any funds, payment, claim, distribution, satisfaction or security for any Guarantor Claim, the same shall be delivered to Lender in the form received (endorsed or assigned as may be appropriate) for application on account of, or as security for, the Debt and until so delivered to Lender, shall be held in trust for Lender as security for the Debt, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claim, distribution, satisfaction or security except to pay or deliver the same to Lender, and each Guarantor covenants to promptly pay or deliver the same to Lender. (d) Each Guarantor agrees that it shall have no Liens or security interests upon Borrower’s 's assets to secure any Guarantor Claim and, to the extent that any such Lien or security interest in Borrower’s 's assets exists or shall hereafter be created or attach for any reason, such Liens and security interests are and shall remain inferior and subordinate to the Liens and security interests of Lender securing the Debt. Without the prior written consent of Lender, no Guarantor shall (i) exercise or enforce any creditor’s 's rights it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps to institute any action or proceedings to enforce any Liens or security interests on any asset of Borrower. (e) In the event of any Bankruptcy Action involving any Guarantor as debtor, Lender shall have the right to prove its claim in any such Bankruptcy Action so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and any such Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall be subrogated to the rights of Lender to the extent that such payments to Lender on any such Guarantor Claim have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon such Guarantor Claim.