Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. Each Credit Party hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation, contribution or otherwise, against any Credit Party of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owing to any Credit Party by reason of any payment by such Credit Party under the Guarantee in this Article VI is hereby subordinated to the prior payment in full in cash of the Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, each Credit Party agrees that it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any other Credit Party to such Credit Party until the Obligations shall have been paid in full in cash. If an Event of Default has occurred and is continuing, and any amounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Credit Party under the other provisions of the guaranty contained herein.

Subrogation; Subordination. Each Credit Party hereby agrees that until Until the payment and satisfaction performance in full in cash of all Guaranteed Obligations and Obligations, the expiration and termination of the Commitments of the Lenders under this Agreement it Guarantor shall not exercise any right or remedy rights against the Borrower arising as a result of payment by reason any Guarantor hereunder, by way of any performance by it of its guarantee in Section 6.01, whether by subrogation, contribution subrogation or otherwise, against and will not prove any Credit claim in competition with the Secured Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrower in respect of any liability of the Guaranteed Obligations or Guarantor to the Borrower; and the Guarantor waives any security for benefit of and any of right to participate in any collateral which may be held by the Guaranteed ObligationsSecured Party. The payment of any amounts due with respect to any indebtedness of any Credit Party the Borrower now or hereafter owing to any Credit Party held by reason of any payment by such Credit Party under the Guarantee in this Article VI Guarantor is hereby subordinated to the prior payment in full in cash of the Guaranteed Obligations. Upon The Guarantor agrees that after the occurrence and during of any default in the continuance payment or performance of an Event the Obligations, after the expiration of Defaultany applicable cure period, each Credit Party agrees that it will not demand, xxx sxx for or otherwise attempt to collect after such time any such indebtedness of any other Credit Party the Borrower to such Credit Party the Guarantor until the Obligations shall have been paid in full in cashfull. If an Event of Default has occurred and is continuingIf, and notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts are paid to the Credit Parties in violation respect of the foregoing limitationsuch indebtedness, such amounts shall be collected, enforced and received by such Credit Party the Guarantor as trustee for the Secured Parties Party and be paid over to Administrative Agent the Secured Party on account of the Guaranteed Obligations without affecting in any manner the liability of such Credit Party the Guarantor under the other provisions of the guaranty contained hereinthis Guaranty.

Subrogation; Subordination. Each Credit Party Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnity obligations not then due and payable) and the expiration and or termination of the Revolving Loan Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy remedy, direct or indirect, arising by reason of any performance by it of its guarantee guaranty in Section 6.0115.01, whether by subrogation, contribution subrogation or otherwise, against any Credit Party Borrower of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment Any Indebtedness of any amounts due with respect a Guarantor to any indebtedness of any other Credit Party now or hereafter owing to any Credit Party by reason shall be subordinated in right of any payment by such Credit Party under the Guarantee in this Article VI is hereby subordinated to the prior payment in full in cash of the Guaranteed Obligations. Upon the occurrence Obligations and any proceeds of such Indebtedness collected or received by any Credit Party during the continuance of an Event of DefaultDefault shall, each Credit Party agrees that it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any other Credit Party to such Credit Party until at the Obligations shall have been paid in full in cash. If an Event of Default has occurred and is continuing, and any amounts are paid to the Credit Parties in violation request of the foregoing limitationAdministrative Agent, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Secured Parties and be paid over to the Administrative Agent on account for application against the Guaranteed Obligations; provided, that upon the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnity obligations not then due and payable) and the expiration or termination of the Guaranteed Obligations Revolving Loan Commitments of the Lenders under this Agreement, without affecting in any manner further action by any Person, the liability of such respective Credit Party under shall be automatically subrogated to the other provisions rights of the guaranty contained hereinAdministrative Agent and the Lenders to the extent of any payment hereunder.

Subrogation; Subordination. Each Credit Party hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation, contribution or otherwise, against any Credit Party of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owing to any Credit Party by reason of any payment by such Credit Party under the Guarantee in this Article VI is hereby subordinated to the prior payment Payment in full Full in cash of the Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, each Credit Party agrees that it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any other Credit Party to such Credit Party until the Obligations shall have been paid Paid in full Full in cash. If an Event of Default has occurred and is continuing, and any amounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Credit Party under the other provisions of the guaranty contained herein.

Subrogation; Subordination. Each Credit Party hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation, contribution or otherwise, against any Credit Party of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owing to any Credit Party by reason of any payment by such Credit Party under the Guarantee in this Article VI is hereby subordinated to the prior payment in full in cash of the Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, each Credit Party agrees that it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any other Credit Party to such Credit Party until the Obligations shall have been paid in full in cash. If an Event of Default has occurred and is continuing, and any amounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Credit Party under the other provisions of the guaranty contained herein.for

Subrogation; Subordination. Each Credit Party Subsidiary Guarantor hereby agrees that until the payment Facility Termination Date it shall waive any claim and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 6.017.01, whether by subrogation, contribution subrogation or otherwise, against Borrower or any Credit Party other Subsidiary Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of any amounts due with respect to any all obligations and indebtedness of any Credit other Loan Party owing to it, whether now existing or hereafter owing arising, including but not limited to any Credit Party by reason obligation of any payment by such Credit other Loan Party under the Guarantee in this Article VI is hereby subordinated to the prior Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guarantee, to the indefeasible payment in full in cash of the Guaranteed all Secured Obligations. Upon If the occurrence and during the continuance of an Event of DefaultSecured Parties so request, each Credit Party agrees that it will not demand, xxx for or otherwise attempt to collect any such obligation or indebtedness of any such other Credit Loan Party to such Credit the Subordinating Loan Party until the Obligations shall have been paid in full in cash. If an Event of Default has occurred and is continuing, and any amounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected, enforced and performance received by such Credit the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to Administrative Agent the Secured Parties on account of the Guaranteed Obligations Secured Obligations, but without reducing or affecting in any manner the liability of such Credit the Subordinating Loan Party under the other provisions this Agreement. Without limitation of the guaranty contained herein.foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Indebtedness incurred pursuant to Section 6.01(d). If any amounts are paid to a Subsidiary Guarantor in violation of this Section 131

Subrogation; Subordination. Each Credit Party hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation, contribution or otherwise, against any Credit Party of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owing to any Credit Party by reason of any payment by such Credit Party under the Guarantee in this Article VI is hereby subordinated to the prior payment Payment in full Full in cash of the Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, each Credit Party agrees that it will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any other Credit Party to such Credit Party until the Obligations shall have been paid Paid in full Full in cash. If an Event of Default has occurred and is continuing, and any amounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Credit Party under the other provisions of the guaranty contained herein.

Subrogation; Subordination. Each Credit Party hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation, contribution or otherwise, against any Credit Party of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owing to any Credit Party by reason of any payment by such Credit Party under the Guarantee in this Article VI is hereby subordinated to the prior payment in full in cash of the Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, each Credit Party agrees that it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any other Credit Party to such Credit Party until the Obligations shall have been paid in full in cash. If an Event of Default has occurred and is continuing, and any amounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Secured Parties Agents and the Lenders and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Credit Party under the other provisions of the guaranty contained herein.