Common use of Impairment of Subrogation Rights Clause in Contracts

Impairment of Subrogation Rights. (a) Upon an Event of Default by the Primary Obligor, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement or Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Primary Obligor Obligations, or accept a transfer of any such security in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(a), remain liable for the Obligations after the action, even if the affect of the action is to deprive the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Primary Obligor for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. The Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property held by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Primary Obligor Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.05, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.

Impairment of Subrogation Rights. (a) Upon an Event of Default by the Primary Obligor, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement the Loan Documents or Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Primary Obligor Obligations, or accept a transfer of any such security in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(a)) of the Loan Agreement, remain liable for the Obligations after the action, even if the affect of the action is to deprive the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Primary Obligor for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. The Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property held by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Primary Obligor Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b5.5(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.055.5, such potential impairment or destruction of the Secondary Obligor’s 's rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.the

Impairment of Subrogation Rights. (a) Upon an Event of Default by the any Primary Obligor, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement or Applicable Lawapplicable law) to or consent of the Secondary Obligor, may elect to foreclose either judicially or nonjudicially against any real or personal property security security, if any, it may hold for the Primary Obligor Obligations, or accept a transfer of any such security in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(a), shall remain liable for the Obligations after the action, even if the affect effect of the action is to deprive the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the a Primary Obligor for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. The Each Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property held by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Primary Obligor Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the each Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Each Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b11.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.05, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.

Impairment of Subrogation Rights. (a) Upon an Event Guarantor agrees that it shall have no right of Default by subrogation whatsoever with respect to the Primary ObligorNotes, or to the Administrative Agent monies due or unpaid thereon, or to any collateral securing the same, unless and until PTR shall have received payment in its sole discretionfull of all sums due under the Notes and the Loan Documents. Guarantor waives and releases PTR from any damages which Guarantor may incur as a result of any intentional or unintentional or negligent action or inaction of PTR impairing, without prior notice (except as required by this Agreement diminishing or Applicable Law) to or consent destroying any rights of subrogation which Guarantor may have upon payment of any of the Secondary ObligorSubsidiaries' obligations. Guarantor further agrees that all the present and future indebtedness to Guarantor of any Subsidiary receiving Loan proceeds shall be and hereby is subordinated, may elect assigned and transferred to foreclose either judicially PTR. Notwithstanding any other provision of this Guaranty to the contrary, if Guarantor is or nonjudicially becomes an "insider" (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) with respect to its Subsidiaries or any other guarantor, Guarantor irrevocably waives any and all rights of contribution, indemnification, reimbursement or any similar right against any real or personal property security it may hold for the Primary Obligor Obligations, or accept a transfer of its Subsidiaries and/or such other guarantor (including any such security in lieu right of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(asubrogation), remain liable for the Obligations after the action, even if the affect of the action is to deprive the Secondary Obligor of any subrogation rights, whether such rights of indemnity, arise under an express or other rights to collect reimbursement from the Primary Obligor for any sums paid to the Administrative Agent implied contract or any Lender, whether contractual or arising by operation of law law; it being the specific intention of this sentence that in any bankruptcy or otherwise. The Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest insolvency proceeding filed by or claim in or to any real or personal property held by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Primary Obligor Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor against such Subsidiary or any other party for any sums paid to guarantor, no guarantor, including the Administrative Agent or the Lenders whether contractual or arising by operation of law Guarantor, shall be deemed a "creditor" (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions as defined in Section 101 of the United States State Bankruptcy Code, ) of any Subsidiary or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy other guarantor by reason of the existence of this Guaranty with the result that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all exercise of such rights would require PTR to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, return to the extent the foregoing waiver is found bankruptcy estate of any Subsidiary or any other guarantor any payments received by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor PTR on account of the obligations guaranteed hereby. Subject to the limitations set forth in the preceding sentence, until all of the obligations guaranteed hereby have been duly and punctually performed to the satisfaction of PTR, Guarantor shall not be subrogated to any such subrogationright of PTR against any Subsidiary, reimbursementany other guarantor or any collateral, contribution and any moneys, property or indemnification rights other consideration received at any time when by Guarantors from any Subsidiary in connection with such rights of subrogation prior to the performance by such Subsidiary of all the Primary Obligor Obligations have not been paid in full, such amount obligations guaranteed hereby shall be held in trust by the Secondary Obligor for PTR and shall forthwith be paid over or transferred to PTR upon demand therefor. Guarantor agrees not to assert any right of contribution against any other guarantor of the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, obligations guaranteed hereby in accordance any manner that is inconsistent with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in fullpreceding two sentences. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.05, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.

Impairment of Subrogation Rights. (a) Upon Each Guarantor agrees that, upon the occurrence of an Event of Default by the Primary ObligorDefault, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement or Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose either nonjudicially or judicially or nonjudicially against any real Collateral, or personal property security it may hold for the Primary Obligor Obligationsany part thereof, or accept a transfer an assignment of any such security Collateral in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof of such obligations, or make any other accommodation with the Primary ObligorBorrower, any other Borrower Group Entity or any other guarantor (including any other Guarantor hereunder), or exercise any other remedy against the Primary Obligor Borrower, any other Loan Party, any other guarantor, or any securityCollateral, in each case in accordance with the applicable provisions of the Credit Agreement and the other Loan Documents. No Except to the extent the Guaranteed Obligations (other than contingent indemnification obligations for which no demand has been made) are indefeasibly paid in full and satisfied thereby, no such action by the Administrative Agent shall any Guaranteed Party will release or limit the liability of the Secondary Obligor, who shall, subject such Guarantor to the provisions of Section 14.23(a)Guaranteed Parties, and such Guarantor shall remain liable for the Obligations under this Guaranty after the such action, even if the affect effect of the that action is to deprive such Guarantor of the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights right to collect reimbursement from the Primary Obligor Borrower, any other Borrower Group Entity, any other guarantor (including any other Guarantor hereunder) or any other Person for any sums paid to the Administrative Agent Agent, any Lender or any Lenderother Guaranteed Party or such Guarantor’s rights of subrogation, whether contractual contribution, or arising indemnity against the Borrower, any other Borrower Group Entity, any other guarantor (including any other Guarantor hereunder) or any other Person. Without limiting the foregoing, it is understood and agreed that, on any foreclosure or conveyance in lieu of foreclosure of any Collateral held by operation the Administrative Agent, such Collateral will no longer exist, and that any right that such Guarantor might otherwise have, on full payment of law the Guaranteed Obligations by such Guarantor to the Administrative Agent, any Lender or otherwise. The Secondary Obligor expressly agrees that under no circumstances any other Guaranteed Party, to participate in any such Collateral or to be subrogated to any rights of the Administrative Agent, any Lender or any other Guaranteed Party with respect to any such Collateral will be nonexistent; nor shall it such Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by the Administrative Agent or any third party after following any foreclosure or transfer conveyance in lieu of foreclosure of any security for the Primary Obligor Obligationssuch Collateral. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.05, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.

Impairment of Subrogation Rights. (a) Upon Each Subsidiary Guarantor agrees that, upon the occurrence of an Event of Default by the Primary ObligorDefault, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement or Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose either nonjudicially or judicially or nonjudicially against any real or personal property security it may hold for Collateral (including, without limitation, any of the Primary Obligor Borrowing Base Properties) securing the Guaranteed Obligations, or any part thereof, or accept a transfer an assignment of any such security Collateral in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof of such obligations, or make any other accommodation with the Primary ObligorBorrower, any other Loan Party or any other guarantor (including any other Subsidiary Guarantor hereunder), or exercise any other remedy against the Primary Obligor Borrower, any other Loan Party, any other guarantor, or any securityCollateral. No Except to the extent the Guaranteed Obligations are indefeasibly paid, performed, completed in full and satisfied thereby, no such action by the Administrative Agent shall or any Lender will release or limit the liability of the Secondary Obligor, who shall, subject such Subsidiary Guarantor to the provisions of Section 14.23(a)Agent and the Lenders, and such Subsidiary Guarantor shall remain liable for the Obligations under this Guaranty after the such action, even if the affect effect of the that action is to deprive such Subsidiary Guarantor of the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights right to collect reimbursement from the Primary Obligor Borrower, any other Loan Party, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other Person for any sums paid to the Administrative Agent or any LenderLender or such Subsidiary Guarantor’s rights of subrogation, whether contractual contribution, or arising indemnity against the Borrower, any other Loan Party, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other Person. Without limiting the foregoing, it is understood and agreed that, on any foreclosure or assignment in lieu of foreclosure of any Collateral held by operation the Agent, such Collateral will no longer exist, and that any right that such Subsidiary Guarantor might otherwise have, on full payment of law the Guaranteed Obligations by such Subsidiary Guarantor to the Agent or otherwise. The Secondary Obligor expressly agrees that under no circumstances any Lender to participate in any such Collateral or to be subrogated to any rights of the Agent or any Lender with respect to any such Collateral will be nonexistent; nor shall it such Subsidiary Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by the Administrative Agent or any third party after following any foreclosure or transfer assignment in lieu of foreclosure of any security for the Primary Obligor Obligationssuch Collateral. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.05, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.

Impairment of Subrogation Rights. (a) 6.1 Upon a default of Borrower or an Event of Default by the Primary ObligorDefault, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement or Applicable Law) to or consent of the Secondary Obligor, Lender may elect to foreclose either nonjudicially or judicially or nonjudicially against any real or personal property security it may hold holds for any of the Primary Obligor Guarantied Obligations, exercise any other remedy against Borrower or accept any security or any guarantor or other person, and(or) take a transfer deed or assignment of any such security in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall Lender will release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(a), remain liable for the Obligations after the actionGuarantor, even if the affect effect of the that action is to deprive Guarantor of the Secondary Obligor of any subrogation rights, rights of indemnity, right or other rights ability to collect reimbursement from the Primary Obligor or assert subrogation, indemnity or contribution rights against Borrower or any other guarantor or other person for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. The Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property held obtain reimbursement by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure means of any security held by Lender for the Primary Obligor Guarantied Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments 6.2 Guarantor acknowledges that if Lender elects to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or foreclose nonjudicially against any real property security it holds for the Primary Obligor ObligationsGuarantied Obligations or any part thereof, that foreclosure could impair or destroy the ability that the Secondary Obligor Guarantor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges subrogation rights that in the absence might be destroyed by virtue of this Section 15.05, such potential impairment or destruction application of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure and will or may have a defense to its liability under this Guaranty. Without in any way limiting any other waiver, consent or acknowledgment contained in this Guaranty and in addition thereto, Guarantor hereby waives and agrees not to assert or take advantage of any defense based upon such Section 580d of the California Code of Civil Procedure or any loss or impairment of subrogation or other rights against Borrower or any other person or entity, and no such nonjudicial foreclosure by Lender shall release or limit the liability of Guarantor under this Guaranty. 6.3 Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as interpreted in Union Bank v.nonjudicial foreclosure with respect to security for the Guarantied Obligations, has destroyed Guarantor’s rights of subrogation and(or) reimbursement against Borrower or other person by the operation of Section 580d of the California Code of Civil Procedure or otherwise. 6.4 Guarantor waives all rights and defenses arising out of the operation of Section 580a of the California Code of Civil Procedure, and further waives its right to a fair value hearing under such Section 580a to determine the size of a deficiency judgment following any foreclosure sale on encumbered real property. 6.5 Guarantor waives all rights and defenses that Guarantor may have because the Guarantied Obligations are secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower or otherwise; and (b) if Lender forecloses on any real property collateral, (i) the amount of the Guarantied Obligations may be reduced only by the price for which that collateral was sold at the foreclosure sale, even if the collateral is worth more than the sale price and (ii) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower or other person. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guarantied Obligations or portions thereof are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

Impairment of Subrogation Rights. (a) Upon Each Guarantor agrees that, upon the occurrence and during the continuation of an Event of Default by the Primary ObligorDefault, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement or Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose either nonjudicially or judicially or nonjudicially against any real Collateral, or personal property security it may hold for the Primary Obligor Obligationsany part thereof, or accept a transfer an assignment of any such security Collateral in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof of such obligations, or make any other accommodation with the Primary ObligorBorrower, any other Borrower Group Entity or any other Guarantor, or exercise any other remedy against the Primary Obligor Borrower, any other member of the Borrower Group Entities, any other guarantor, or any securityCollateral, in each case in accordance with the applicable provisions of the Credit Agreement and the other Loan Documents. No Except to the extent the Guaranteed Obligations are indefeasibly paid in full and satisfied thereby, no such action by the Administrative Agent shall any Guaranteed Party will release or limit the liability of the Secondary Obligor, who shall, subject such Guarantor to the provisions of Section 14.23(a)Guaranteed Parties, and such Guarantor shall remain liable for the Obligations under this Guaranty after the such action, even if the affect effect of the that action is to deprive such Guarantor of the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights right to collect reimbursement from the Primary Obligor Borrower, any other Borrower Group Entity, any other guarantor (including any other Guarantor hereunder) or any other Person for any sums paid to the Administrative Agent Agent, any Lender or any Lenderother Guaranteed Party or such Guarantor’s rights of subrogation, whether contractual contribution, or arising indemnity against the Borrower, any other Borrower Group Entity, any other guarantor (including any other Guarantor hereunder) or any other Person. Without limiting the foregoing, it is understood and agreed that, on any foreclosure or conveyance in lieu of foreclosure of any Collateral held by operation the Administrative Agent, such Collateral will no longer exist, and that any right that such Guarantor might otherwise have, on full payment of law the Guaranteed Obligations by such Guarantor to the Administrative Agent, any Lender or otherwise. The Secondary Obligor expressly agrees that under no circumstances any other Guaranteed Party, to participate in any such Collateral or to be subrogated to any rights of the Administrative Agent, any Lender or any other Guaranteed Party with respect to any such Collateral will be nonexistent; nor shall it such Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by the Administrative Agent or any third party after following any foreclosure or transfer conveyance in lieu of foreclosure of any security for the Primary Obligor Obligationssuch Collateral. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.05, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.

Impairment of Subrogation Rights. (a) Upon an Event of Default by the Primary Obligor, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement the Loan Documents or Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Primary Obligor Obligations, or accept a transfer of any such security in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(a)) of the Loan Agreement, remain liable for the Obligations after the action, even if the affect of the action is to deprive the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Primary Obligor for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. The Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property held by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Primary Obligor Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b5.5(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.055.5, such potential impairment or destruction of the Secondary Obligor’s 's rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.x.

Impairment of Subrogation Rights. (a) Upon an Event of Default by the Primary Obligor, the Administrative Agent in its sole discretion, without prior notice (except as required by this Agreement the Loan Documents or Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Primary Obligor Obligations, or accept a transfer of any such security in lieu of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(a)) of the Loan Agreement, remain liable for the Obligations after the action, even if the affect of the action is to deprive the Secondary Obligor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Primary Obligor for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. The Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property held by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Primary Obligor Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor or any other party for any sums paid to the Administrative Agent or the Lenders whether contractual or arising by operation of law (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions of the United States Bankruptcy Code, or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all rights to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, to the extent the foregoing waiver is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor on account of any such subrogation, reimbursement, contribution or indemnification rights at any time when all the Primary Obligor Obligations have not been paid in full, such amount shall be held in trust by the Secondary Obligor and shall forthwith be paid over to the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, in accordance with the terms of the Primary Obligor Documents. The waivers given in this Section 15.05(b5.5(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.055.5, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.x.

Impairment of Subrogation Rights. (a) Upon an Event Guarantor agrees that it shall have no right of Default by subrogation whatsoever with respect to the Primary ObligorNotes, or to the Administrative Agent monies due or unpaid thereon, or to any collateral securing the same, unless and until Atlantic shall have received payment in its sole discretionfull of all sums due under the Notes and the Loan Documents. Guarantor waives and releases Atlantic from any damages which Guarantor may incur as a result of any intentional or unintentional or negligent action or inaction of Atlantic impairing, without prior notice (except as required by this Agreement diminishing or Applicable Law) to or consent destroying any rights of subrogation which Guarantor may have upon payment of any of the Secondary ObligorSubsidiaries' obligations. Guarantor further agrees that all the present and future indebtedness to Guarantor of any Subsidiary receiving Loan proceeds shall be and hereby is subordinated, may elect assigned and transferred to foreclose either judicially Atlantic. Notwithstanding any other provision of this Guaranty to the contrary, if Guarantor is or nonjudicially becomes an "insider" (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) with respect to its Subsidiaries or any other guarantor, Guarantor irrevocably waives any and all rights of contribution, indemnification, reimbursement or any similar right against any real or personal property security it may hold for the Primary Obligor Obligations, or accept a transfer of its Subsidiaries and/or such other guarantor (including any such security in lieu right of foreclosure, or compromise or adjust the Primary Obligor Obligations or any part thereof or make any other accommodation with the Primary Obligor, or exercise any other remedy against the Primary Obligor or any security. No such action by the Administrative Agent shall release or limit the liability of the Secondary Obligor, who shall, subject to the provisions of Section 14.23(asubrogation), remain liable for the Obligations after the action, even if the affect of the action is to deprive the Secondary Obligor of any subrogation rights, whether such rights of indemnity, arise under an express or other rights to collect reimbursement from the Primary Obligor for any sums paid to the Administrative Agent implied contract or any Lender, whether contractual or arising by operation of law law; it being the specific intention of this sentence that in any bankruptcy or otherwise. The Secondary Obligor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest insolvency proceeding filed by or claim in or to any real or personal property held by the Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Primary Obligor Obligations. (b) Regardless of whether the Secondary Obligor may have made any payments to the Administrative Agent or the Lenders, the Secondary Obligor hereby waives: (i) except as expressly permitted by the Contribution Agreement, all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from the Primary Obligor against such Subsidiary or any other party for any sums paid to guarantor, no guarantor, including the Administrative Agent or the Lenders whether contractual or arising by operation of law Guarantor, shall be deemed a "creditor" (including, without limitation, under Sections 2847 or 2848 of the California Civil Code, under any provisions as defined in Section 101 of the United States State Bankruptcy Code, ) of any Subsidiary or any successor or similar statutes) or otherwise, (ii) all rights to enforce any remedy other guarantor by reason of the existence of this Guaranty with the result that the Administrative Agent or the Lenders may have against the Primary Obligor, and (iii) all exercise of such rights would require Atlantic to participate in any security now or later held by the Administrative Agent or the Lenders for the Primary Obligor Obligations. The Secondary Obligor further agrees that, return to the extent the foregoing waiver is found bankruptcy estate of any Subsidiary or any other guarantor any payments received by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, contribution and indemnification the Secondary Obligor may have against the Primary Obligor or against any collateral or security, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the Primary Obligor, and to all right, title and interest the Administrative Agent or the Lenders may have in any such collateral or security. If any amount shall be paid to the Secondary Obligor Atlantic on account of the obligations guaranteed hereby. Subject to the limitations set forth in the preceding sentence, until all of the obligations guaranteed hereby have been duly and punctually performed to the satisfaction of Atlantic, Guarantor shall not be subrogated to any such subrogationright of Atlantic against any Subsidiary, reimbursementany other guarantor or any collateral, contribution and any moneys, property or indemnification rights other consideration received at any time when by Guarantors from any Subsidiary in connection with such rights of subrogation prior to the performance by such Subsidiary of all the Primary Obligor Obligations have not been paid in full, such amount obligations guaranteed hereby shall be held in trust by the Secondary Obligor for Atlantic and shall forthwith be paid over or transferred to Atlantic upon demand therefor. Guarantor agrees not to assert any right of contribution against any other guarantor of the Administrative Agent to be credited and applied against the Primary Obligor Obligations, whether matured or unmatured, obligations guaranteed hereby in accordance any manner that is inconsistent with the terms of the Primary Obligor Documentspreceding two sentences. The waivers given in this Section 15.05(b) shall be effective until the Primary Obligor Obligations have been paid and performed in full. (c) The Secondary Obligor understands and acknowledges that, if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Primary Obligor Obligations, that foreclosure could impair or destroy the ability that the Secondary Obligor may have to seek reimbursement, contribution or indemnification from the Primary Obligor. The Secondary Obligor further understands and acknowledges that in the absence of this Section 15.05, such potential impairment or destruction of the Secondary Obligor’s rights, if any, may entitle the Secondary Obligor to assert a defense to its liability on account of the Obligations based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v.-6-