Common use of Impairment of Subrogation Rights Clause in Contracts

Impairment of Subrogation Rights. Guarantor agrees that it shall have no right of subrogation whatsoever with respect to the Notes, or to the monies due or unpaid thereon, or to any collateral securing the same, unless and until PTR shall have received payment in full 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, diminishing or destroying any rights of subrogation which Guarantor may have upon payment of any of the Subsidiaries' 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, assigned and transferred to PTR. Notwithstanding any other provision of this Guaranty to the contrary, if Guarantor is or 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 of its Subsidiaries and/or such other guarantor (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law; it being the specific intention of this sentence that in any bankruptcy or insolvency proceeding filed by or against such Subsidiary or any other guarantor, no guarantor, including the Guarantor, shall be deemed a "creditor" (as defined in Section 101 of the United State Bankruptcy Code) of any Subsidiary or any other guarantor by reason of the existence of this Guaranty with the result that the exercise of such rights would require PTR to return to the bankruptcy estate of any Subsidiary or any other guarantor any payments received by 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 right of PTR against any Subsidiary, any other guarantor or any collateral, and any moneys, property or other consideration received at any time by Guarantors from any Subsidiary in connection with such rights of subrogation prior to the performance by such Subsidiary of all the obligations guaranteed hereby shall be held in trust for PTR and shall be paid or transferred to PTR upon demand therefor. Guarantor agrees not to assert any right of contribution against any other guarantor of the obligations guaranteed hereby in any manner that is inconsistent with the preceding two sentences.

Impairment of Subrogation Rights. Guarantor agrees that it shall have no right of subrogation whatsoever with respect to the Notes, or to the monies due or unpaid thereon, or to any collateral securing the same, unless and until PTR Atlantic shall have received payment in full of all sums due under the Notes and the Loan Documents. Guarantor waives and releases PTR Atlantic from any damages which Guarantor may incur as a result of any intentional or unintentional or negligent action or inaction of PTR Atlantic impairing, diminishing or destroying any rights of subrogation which Guarantor may have upon payment of any of the Subsidiaries' 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, assigned and transferred to PTRAtlantic. Notwithstanding any other provision of this Guaranty to the contrary, if Guarantor is or 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 of its Subsidiaries and/or such other guarantor (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law; it being the specific intention of this sentence that in any bankruptcy or insolvency proceeding filed by or against such Subsidiary or any other guarantor, no guarantor, including the Guarantor, shall be deemed a "creditor" (as defined in Section 101 of the United State Bankruptcy Code) of any Subsidiary or any other guarantor by reason of the existence of this Guaranty with the result that the exercise of such rights would require PTR Atlantic to return to the bankruptcy estate of any Subsidiary or any other guarantor any payments received by PTR 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 PTRAtlantic, Guarantor shall not be subrogated to any right of PTR Atlantic against any Subsidiary, any other guarantor or any collateral, and any moneys, property or other consideration received at any time by Guarantors from any Subsidiary in connection with such rights of subrogation prior to the performance by such Subsidiary of all the obligations guaranteed hereby shall be held in trust for PTR Atlantic and shall be paid or transferred to PTR Atlantic upon demand therefor. Guarantor agrees not to assert any right of contribution against any other guarantor of the obligations guaranteed hereby in any manner that is inconsistent with the preceding two sentences.. -6-

Impairment of Subrogation Rights. Each Guarantor agrees that it shall have no right that, upon the occurrence of subrogation whatsoever with respect an Event of Default, the Administrative Agent may elect to the Notesforeclose either nonjudicially or judicially against any Collateral, or to the monies due or unpaid thereonany part thereof, or to any collateral securing the same, unless and until PTR shall have received payment in full 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 accept an assignment of any intentional such Collateral in lieu of foreclosure, or unintentional compromise or negligent action adjust any part of such obligations, or inaction of PTR impairing, diminishing or destroying any rights of subrogation which Guarantor may have upon payment of any of the Subsidiaries' 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, assigned and transferred to PTR. Notwithstanding make any other provision of this Guaranty to accommodation with the contraryBorrower, if Guarantor is or becomes an "insider" (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) with respect to its Subsidiaries any other Borrower Group Entity or any other guarantor, Guarantor irrevocably waives any and all rights of contribution, indemnification, reimbursement or any similar right against any of its Subsidiaries and/or such other guarantor (including any right of subrogationother Guarantor hereunder), whether such rights arise under an express or implied contract or by operation of law; it being exercise any other remedy against the specific intention of this sentence that in Borrower, any bankruptcy or insolvency proceeding filed by or against such Subsidiary or other Loan Party, any other guarantor, no guarantoror any Collateral, including in each case in accordance with the Guarantor, shall be deemed a "creditor" (as defined in Section 101 applicable provisions of the United State Bankruptcy CodeCredit Agreement and the other Loan Documents. 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 any Guaranteed Party will release or limit the liability of such Guarantor to the Guaranteed Parties, and such Guarantor shall remain liable under this Guaranty after such action, even if the effect of that action is to deprive such Guarantor of the right to collect reimbursement from the Borrower, any Subsidiary other Borrower Group Entity, any other guarantor (including any other Guarantor hereunder) or any other guarantor by reason of the existence of this Guaranty with the result that the exercise of such rights would require PTR to return Person for any sums paid to the bankruptcy estate of Administrative Agent, any Subsidiary Lender or any other Guaranteed Party or such Guarantor’s rights of subrogation, contribution, or indemnity against the Borrower, any other Borrower Group Entity, any other guarantor (including any payments received 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 PTR the Administrative Agent, such Collateral will no longer exist, and that any right that such Guarantor might otherwise have, on account full payment of the obligations guaranteed hereby. Subject Guaranteed Obligations by such Guarantor to the limitations set forth Administrative Agent, any Lender or any other Guaranteed Party, to participate in the preceding sentence, until all of the obligations guaranteed hereby have been duly and punctually performed any such Collateral or to the satisfaction of PTR, Guarantor shall not be subrogated to any right rights of PTR against any Subsidiarythe Administrative Agent, any other guarantor Lender or any collateralother Guaranteed Party with respect to any such Collateral will be nonexistent; nor shall such Guarantor be deemed to have any right, and title, interest or claim under any moneys, circumstances in or to any real or personal property held by the Administrative Agent or other consideration received at any time by Guarantors from third party following any Subsidiary foreclosure or conveyance in connection with lieu of foreclosure of any such rights of subrogation prior to the performance by such Subsidiary of all the obligations guaranteed hereby shall be held in trust for PTR and shall be paid or transferred to PTR upon demand therefor. Guarantor agrees not to assert any right of contribution against any other guarantor of the obligations guaranteed hereby in any manner that is inconsistent with the preceding two sentencesCollateral.

Impairment of Subrogation Rights. Each Guarantor agrees that it shall have no right that, upon the occurrence and during the continuation of subrogation whatsoever with respect an Event of Default, the Administrative Agent may elect to the Notesforeclose either nonjudicially or judicially against any Collateral, or to the monies due or unpaid thereonany part thereof, or to any collateral securing the same, unless and until PTR shall have received payment in full 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 accept an assignment of any intentional such Collateral in lieu of foreclosure, or unintentional compromise or negligent action adjust any part of such obligations, or inaction of PTR impairingmake any other accommodation with the Borrower, diminishing any other Borrower Group Entity or destroying any rights of subrogation which Guarantor may have upon payment of other Guarantor, or exercise any other remedy against the Borrower, any other member of the Subsidiaries' obligations. Guarantor further agrees that all the present and future indebtedness to Guarantor of any Subsidiary receiving Loan proceeds shall be and hereby is subordinatedBorrower Group Entities, assigned and transferred to PTR. Notwithstanding any other provision of this Guaranty to the contrary, if Guarantor is or 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 Collateral, in each case in accordance with the applicable provisions of the Credit Agreement and the other Loan Documents. Except to the extent the Guaranteed Obligations are indefeasibly paid in full and satisfied thereby, no such action by any Guaranteed Party will release or limit the liability of such Guarantor to the Guaranteed Parties, and such Guarantor shall remain liable under this Guaranty after such action, even if the effect of that action is to deprive such Guarantor of the right against to collect reimbursement from the Borrower, any of its Subsidiaries and/or such other Borrower Group Entity, any other guarantor (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law; it being the specific intention of this sentence that in any bankruptcy or insolvency proceeding filed by or against such Subsidiary other Guarantor hereunder) or any other guarantorPerson for any sums paid to the Administrative Agent, no guarantor, including the Guarantor, shall be deemed a "creditor" (as defined in Section 101 of the United State Bankruptcy Code) of any Subsidiary Lender or any other Guaranteed Party or such Guarantor’s rights of subrogation, contribution, or indemnity against the Borrower, any other Borrower Group Entity, any other guarantor by reason of the existence of this Guaranty with the result that the exercise of such rights would require PTR to return to the bankruptcy estate of (including any Subsidiary other Guarantor hereunder) or any other guarantor Person. Without limiting the foregoing, it is understood and agreed that, on any payments received foreclosure or conveyance in lieu of foreclosure of any Collateral held by PTR the Administrative Agent, such Collateral will no longer exist, and that any right that such Guarantor might otherwise have, on account full payment of the obligations guaranteed hereby. Subject Guaranteed Obligations by such Guarantor to the limitations set forth Administrative Agent, any Lender or any other Guaranteed Party, to participate in the preceding sentence, until all of the obligations guaranteed hereby have been duly and punctually performed any such Collateral or to the satisfaction of PTR, Guarantor shall not be subrogated to any right rights of PTR against any Subsidiarythe Administrative Agent, any other guarantor Lender or any collateralother Guaranteed Party with respect to any such Collateral will be nonexistent; nor shall such Guarantor be deemed to have any right, and title, interest or claim under any moneys, circumstances in or to any real or personal property held by the Administrative Agent or other consideration received at any time by Guarantors from third party following any Subsidiary foreclosure or conveyance in connection with lieu of foreclosure of any such rights of subrogation prior to the performance by such Subsidiary of all the obligations guaranteed hereby shall be held in trust for PTR and shall be paid or transferred to PTR upon demand therefor. Guarantor agrees not to assert any right of contribution against any other guarantor of the obligations guaranteed hereby in any manner that is inconsistent with the preceding two sentencesCollateral.

Impairment of Subrogation Rights. Each Subsidiary Guarantor agrees that it shall have no right that, upon the occurrence of subrogation whatsoever with respect an Event of Default, the Agent may elect to the Notesforeclose either nonjudicially or judicially against any real or personal property Collateral (including, or to the monies due or unpaid thereonwithout limitation, or to any collateral securing the same, unless and until PTR shall have received payment in full 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, diminishing or destroying any rights of subrogation which Guarantor may have upon payment of any of the Subsidiaries' obligations. Guarantor further agrees that all Borrowing Base Properties) securing the present and future indebtedness to Guarantor Guaranteed Obligations, or any part thereof, or accept an assignment of any Subsidiary receiving Loan proceeds shall be and hereby is subordinatedsuch Collateral in lieu of foreclosure, assigned and transferred to PTR. Notwithstanding or compromise or adjust any part of such obligations, or make any other provision of this Guaranty to accommodation with the contraryBorrower, if Guarantor is or becomes an "insider" (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) with respect to its Subsidiaries any other Loan Party or any other guarantor, Guarantor irrevocably waives any and all rights of contribution, indemnification, reimbursement or any similar right against any of its Subsidiaries and/or such other guarantor (including any right of subrogationother Subsidiary Guarantor hereunder), whether such rights arise under an express or implied contract or by operation of law; it being exercise any other remedy against the specific intention of this sentence that in Borrower, any bankruptcy or insolvency proceeding filed by or against such Subsidiary or other Loan Party, any other guarantor, or any Collateral. Except to the extent the Guaranteed Obligations are indefeasibly paid, performed, completed in full and satisfied thereby, no guarantorsuch action by the Agent or any Lender will release or limit the liability of such Subsidiary Guarantor to the Agent and the Lenders, including and such Subsidiary Guarantor shall remain liable under this Guaranty after such action, even if the Guarantor, shall be deemed a "creditor" (as defined in Section 101 effect of that action is to deprive such Subsidiary Guarantor of the United State Bankruptcy Coderight to collect reimbursement from the Borrower, any other Loan Party, any other guarantor (including any other Subsidiary Guarantor hereunder) of any Subsidiary or any other guarantor by reason of the existence of this Guaranty with the result that the exercise of such rights would require PTR to return Person for any sums paid to the bankruptcy estate Agent or any Lender or such Subsidiary Guarantor’s rights of subrogation, contribution, or indemnity against the Borrower, any other Loan Party, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other guarantor Person. Without limiting the foregoing, it is understood and agreed that, on any payments received foreclosure or assignment in lieu of foreclosure of any Collateral held by PTR the Agent, such Collateral will no longer exist, and that any right that such Subsidiary Guarantor might otherwise have, on account full payment of the obligations guaranteed hereby. Subject Guaranteed Obligations by such Subsidiary Guarantor to the limitations set forth Agent or any Lender to participate in the preceding sentence, until all of the obligations guaranteed hereby have been duly and punctually performed any such Collateral or to the satisfaction of PTR, Guarantor shall not be subrogated to any right rights of PTR against any Subsidiary, any other guarantor the Agent or any collateral, and Lender with respect to any moneys, property or other consideration received at any time by Guarantors from any Subsidiary in connection with such rights of subrogation prior to the performance by Collateral will be nonexistent; nor shall 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 Agent or any third party following any foreclosure or assignment in lieu of all the obligations guaranteed hereby shall be held in trust for PTR and shall be paid or transferred to PTR upon demand therefor. Guarantor agrees not to assert foreclosure of any right of contribution against any other guarantor of the obligations guaranteed hereby in any manner that is inconsistent with the preceding two sentencessuch Collateral.