No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 16 contracts
Samples: Guaranty and Collateral Agreement (Starboard Resources, Inc.), Guarantee and Collateral Agreement (Kodiak Oil & Gas Corp), Second Lien Guarantee and Collateral Agreement (Kodiak Oil & Gas Corp)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Sundance Energy Australia LTD), Guarantee and Collateral Agreement (Sundance Energy Australia LTD), Guarantee and Collateral Agreement (Sundance Energy Australia LTD)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until the Final Discharge Date, notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Agent or any other Secured Party, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Guaranteed Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, Borrower or any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and and/or such Grantor Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The After the occurrence of an Event of Default and during its continuance, and as set forth in the Credit Agreement and/or any other Loan Document, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
Appears in 4 contracts
Samples: Unconditional Guaranty (Grizzly Energy, LLC), Unconditional Guaranty (Grizzly Energy, LLC), Unconditional Guaranty
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor the Guarantor hereunder or any set-off or application of funds of any Grantor the Guarantor by the Administrative Agent or any other Secured Party, no Grantor the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor the Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor the Guarantor hereunder, and each Grantor the Guarantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor The Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor the Guarantor may have against the Borrower, any other Grantor Borrower or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor the Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor the Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor the Guarantor may have shall terminate.
Appears in 4 contracts
Samples: Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp), Second Lien Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp), Second Lien Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Agent or any other Secured Party, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Guarantee and Collateral Agreement (Halcon Resources Corp)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Collateral Agent or any other Secured Party, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until Payment in Full. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine. The Administrative Collateral Agent, for the benefit of the Secured Parties, may may, to the extent it has the right to do so in accordance with the terms and conditions of the Credit Agreement and the other Secured Agreements, use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (AST SpaceMobile, Inc.), Senior Secured Term Loan Credit Agreement (Soundhound Ai, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Subsidiary Grantor hereunder or any set-off or application of funds of any Subsidiary Grantor by the Administrative Agent Collateral Trustee or any other Secured Party, no Subsidiary Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Collateral Trustee or any other Secured Party against the Borrower Company or any other Subsidiary Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent Collateral Trustee or any other Secured Party for the payment of the Secured Obligations, nor shall any Subsidiary Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Company or any other Subsidiary Grantor in respect of payments made by such Subsidiary Grantor hereunder, and each Subsidiary Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Subsidiary Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Subsidiary Grantor may have against the BorrowerCompany, any other Subsidiary Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent Collateral Trustee or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent Collateral Trustee and the other Secured Parties may have against the Borrower Company and such Subsidiary Grantor and to all right, title and interest the Administrative Agent Collateral Trustee and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Subsidiary Grantor may have, and upon any disposition or sale, any rights of subrogation any Subsidiary Grantor may have shall terminate.
Appears in 2 contracts
Samples: Intercreditor Agreement (Halcon Resources Corp), Intercreditor Agreement (Halcon Resources Corp)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Collateral Agent or any other Secured Party, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, in each case, until Payment in Full, and each Grantor Guarantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until Payment in Full. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent and other the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine. The Administrative Collateral Agent, for the benefit of the Secured Parties, may may, to the extent it has the right to do so in accordance with the terms and conditions of the Credit Agreement and the other Secured Agreements, use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Clean Energy Fuels Corp.), Guarantee and Collateral Agreement (Clean Energy Fuels Corp.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Collateral Agent or any other Secured Party, until the Payment in Full of the Secured Obligations, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Company or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Company or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the BorrowerCompany, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower Company and such Grantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Subject to the Intercreditor Agreement, the Collateral Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit provided in this Agreement without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Second Lien Guaranty and Collateral Agreement (Ultra Petroleum Corp), Exchange Agreement (Ultra Petroleum Corp)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are satisfied in full and all commitments of each Secured Party under the Credit Agreement or any other Loan Document have been terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrowers or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Borrowers or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrowers or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower Borrowers and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral collateral or security as it sees fit fit, subject to the terms and conditions of this Agreement and the other Loan Documents, without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Collateral Agent or any other Secured Party, until the payment and performance in full of all Secured Obligations no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Collateral Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit provided in this Agreement without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Guaranty and Collateral Agreement, Guaranty and Collateral Agreement (Ultra Petroleum Corp)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are Paid in Full, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrower or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Landmark Infrastructure Partners LP)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are satisfied in full (other than Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider, Bank Product Obligations and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and all Commitments of each Secured Party under the Credit Agreement or any other Loan Document have been terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated each Grantor’s right of subrogation to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the ObligationsSecured Obligations shall be subordinated, nor and no Grantor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contributioncontribution until the payment in full in cash of the Secured Obligations (other than Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider, Bank Product Obligations and indemnities and other contingent obligations not then due and payable and as to which no claim has been made). Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrower or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The In accordance with the terms hereof, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or salesale of such Collateral by the Administrative Agent in accordance with the terms hereof, any rights of subrogation any Grantor may have that specifically attach to such Collateral shall terminate.
Appears in 2 contracts
Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (BioScrip, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full (other than contingent indemnification obligations for which a claim has not been made) and all commitments of each Secured Party under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrower or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (RadNet, Inc.), Revolving Credit and Term Loan Agreement (RadNet, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, until the Credit Agreement Termination shall have occurred, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution until the Credit Agreement Termination shall have occurred. If any amount shall be paid to any Grantor on account of such subrogation rights at any time prior to the Credit Agreement Termination, such amount shall be held by such Grantor in trust for the Administrative Agent for the benefit of the Secured Parties, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 8.03 of the Credit Agreement. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor Grantor, or against any collateral or security or collateral, security, guarantee or right of offset held by the Administrative Agent or any other Secured Party Party, shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and or such other Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Upon and during the continuation of an Event of Default, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of or subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution in each case until the Termination Date. Each If any amount shall be paid to any Grantor further agrees that to on account of such subrogation rights at any time before the extent that Termination Date, such waiver and release set forth herein is found amount shall be held by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights in trust for the Administrative Agent and the Lenders, segregated from other Secured Parties may have against the Borrower funds of such Grantor, and shall, forthwith upon receipt by such Grantor and Grantor, be turned over to all right, title and interest the Administrative Agent and in the other exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required), to be applied against the Secured Parties Obligations, whether matured or unmatured, in such order as the Administrative Agent may have in any collateral or security or guarantee or right of offsetdetermine. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have with regard to such item of Collateral shall terminate.
Appears in 2 contracts
Samples: Credit Agreement (Miller Energy Resources, Inc.), Guarantee and Collateral Agreement (Miller Energy Resources, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full and all commitments of each Secured Party under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrower or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Community Healthcare Trust Inc)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, until the Credit Agreement Termination shall have occurred, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution until the Credit Agreement Termination shall have occurred. If any amount shall be paid to any Grantor on account of such subrogation rights at any time prior to the Credit Agreement Termination, such amount shall be held by such Grantor in trust for the Administrative Agent for the benefit of the Secured Parties, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 8.3 of the Credit Agreement. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor Grantor, or against any collateral or security or collateral, security, guarantee or right of offset held by the Administrative Agent or any other Secured Party Party, shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and or such other Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Upon and during the continuation of an Event of Default, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of or subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Revolving Credit Agreement (PBF Energy Co LLC), Revolving Credit Agreement (PBF Logistics LP)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunderhereunder until Security Termination, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution until Security Termination. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit fit, subject to Section 6.04, without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 2 contracts
Samples: Security Agreement (Warren Resources Inc), Security Agreement (Warren Resources Inc)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, until the Obligations are paid in full and the Commitments are terminated, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Deep Down, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Collateral Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Issuer or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Issuer or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any and all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the BorrowerIssuer, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower Issuer and such Grantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Collateral Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full and all commitments of each Secured Party under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrowers or any other Grantor or any collateral security secu rity or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Borrowers or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrowers or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative A dministrative Agent and the other Secured Parties may have against the Borrower Borrowers and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Dakota Plains Holdings, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Collateral Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any and all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral Collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall shall, until Security Termination has occurred, be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral Collateral or security or guarantee or right of offset. The Administrative Collateral Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Agent or any other Secured PartyGuaranteed Creditor, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Guaranteed Creditor against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Guaranteed Creditor for the payment of the Secured Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until Payment in Full. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Guaranteed Creditor shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties Guaranteed Creditors may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties Guaranteed Creditors may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured PartiesGuaranteed Creditors, may may, to the extent it has the right to do so in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents, use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor the Grantors hereunder or any set-off or application of funds of any Grantor the Grantors by the Administrative Agent or any other Collateral Agent, on behalf of the Secured PartyParties, no Grantor the Grantors shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party Parties against the Borrower or any other Grantor Grantors or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Collateral Agent, on behalf of the Secured Party Parties, for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, Indebtedness and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral Collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other on behalf of the Secured Party Parties shall be junior and subordinate to any rights the Administrative Agent and Collateral Agent, on behalf of the other Secured Parties Parties, may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral Collateral or security or guarantee or right of offset. The Administrative Collateral Agent, for the ratable benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor the Grantors may have, and upon any disposition or sale, any rights of subrogation any Grantor the Grantors may have shall terminate.
Appears in 1 contract
Samples: Security Agreement (Black Elk Energy Finance Corp.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any and all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until all Secured Obligations are Paid In Full In Cash. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any the Grantor hereunder or any set-off or application of funds of any the Grantor by the Administrative Agent or any other Secured Party, no the Grantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other the Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any the Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Existing Grantor in respect of payments made by such the Grantor hereunder, and each the Grantor hereby expressly waives, releases, and agrees not to exercise any and all such rights of subrogation, reimbursement, indemnity and contribution. Each The Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such the Grantor may have against the Borrower, any other Grantor Borrower or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall shall, until Security Termination has occurred, be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such the Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any the Grantor may have, and upon any disposition or sale, any rights of subrogation any the Grantor may have shall terminate.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Jones Energy, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are satisfied in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and all Commitments and Delayed Draw Commitments of each Purchaser under the Note Purchase Agreement or any other Note Document have been terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Collateral Agent or any other Secured Party, no Grantor shall be entitled to be subrogated each Grantor’s right of subrogation to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Issuer or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the ObligationsSecured Obligations shall be subordinated, nor and no Grantor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Issuer or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contributioncontribution until the payment in full in cash of the Secured Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made). Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Issuer or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower Issuer and such Grantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative In accordance with the terms hereof, the Collateral Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or salesale of such Collateral by the Collateral Agent in accordance with the terms hereof, any rights of subrogation any Grantor may have that specifically attach to such Collateral shall terminate.
Appears in 1 contract
Samples: Second Lien Guaranty and Security Agreement (BioScrip, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full and all commitments of each Secured Party under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent Lender or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Lender or any other Secured Party against the Borrower Borrowers or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent Lender or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Borrowers or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrowers or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent Lender or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent Lender and the other Secured Parties may have against the Borrower Borrowers and such Grantor and to all right, title and interest the Administrative Agent Lender and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent6609707.v9 4822-2187-5943 v2 Lender, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Danimer Scientific, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor the Grantors hereunder or any set-off or application of funds of any Grantor the Grantors by the Administrative Agent or any other Collateral Agent, on behalf of the Secured PartyParties, no Grantor the Grantors shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party Parties against the Borrower or any other Grantor Grantors or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Collateral Agent, on behalf of the Secured Party Parties, for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, Secured Obligations and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral Collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other on behalf of the Secured Party Parties shall be junior and subordinate to any rights the Administrative Agent and Collateral Agent, on behalf of the other Secured Parties Parties, may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral Collateral or security or guarantee or right of offset. The Administrative Collateral Agent, for the ratable benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor the Grantors may have, and upon any disposition or sale, any rights of subrogation any Grantor the Grantors may have shall terminate.
Appears in 1 contract
Samples: Security Agreement (Black Elk Energy Finance Corp.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Guaranteed Obligations are irrevocably satisfied in full in cash and all commitments of each Lender under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Agent or any other Secured PartyLender, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Guaranteed Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, Borrower or any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties Lenders may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties Lenders may have in any collateral or security or such guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Issuer or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Issuer or any other Grantor in respect of payments made by such Grantor hereunderhereunder until Security Termination, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution until Security Termination. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the BorrowerIssuer, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower Issuer and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Upon the occurrence and during the continuance of an Event of Default or a Triggering Event, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit fit, subject to Section 7.04, without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Note Purchase Agreement (Energy & Exploration Partners, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Collateral Agent or any other Secured Party, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until Payment in Full. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine. The Administrative Collateral Agent, for the benefit of the Secured Parties, may may, to the extent it has the right to do so in accordance with the terms and conditions of the Credit Agreement and the other Secured Agreements, use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.. ARTICLE V
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Eos Energy Enterprises, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full (other than (i) contingent obligations as to which no claim exists or has been asserted, (ii) Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider, and (iii) Bank Product Obligations) and all commitments of each Secured Party under the Term Loan Agreement or any other Loan Document have been irrevocably terminatedthe Termination Date, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrower or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Term Loan Agreement (Root, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full and all commitments of each Secured Party under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrower or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The To the extent permitted by the Loan Documents, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Credit Agreement (LendingTree, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution in each case until Security Termination. Each If any amount shall be paid to any Grantor further agrees that to the extent that on account of such waiver and release set forth herein is found subrogation rights at any time before Security Termination, such amount shall be held by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights in trust for the Administrative Agent and the Lenders, segregated from other Secured Parties may have against the Borrower funds of such Grantor, and shall, forthwith upon receipt by such Grantor and Grantor, be turned over to all right, title and interest the Administrative Agent and in the other exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required), to be applied against the Secured Parties Obligations, whether matured or unmatured, in such order as the Administrative Agent may have in any collateral or security or guarantee or right of offsetdetermine. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have with regard to such item of Collateral shall terminate.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Miller Energy Resources, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full and all commitments of each Secured Party under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor Grantors and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell sell, or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Tessco Technologies Inc)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, until the Credit Agreement Termination shall have occurred, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution until the Credit Agreement Termination shall have occurred. If any amount shall be paid to any Grantor on account of such subrogation rights at any time prior to the Credit Agreement Termination, such amount shall be held by such Grantor in trust for the Administrative Agent for the benefit of the Secured Parties, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 8.03 of the Credit Agreement. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor Grantor, or against any collateral or security or collateral, security, guarantee or right of offset held by the Administrative Agent or any other Secured Party Party, shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and or such other Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of or subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Credit Agreement
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Guaranteed Obligations are irrevocably satisfied in full in cash and all commitments of each Lender under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Agent or any other Secured PartyLender, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Guaranteed Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, Borrower or any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties Lenders may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties Lenders may have in any collateral or security or such guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.6
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full and all Commitments of each Secured Party under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Borrower or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Amneal Pharmaceuticals, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity [AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] and contribution, in each case, until all Secured Obligations are Paid In Full In Cash. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.. Representations and Warranties To induce the Administrative Agent and the other Secured Parties to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder and to induce the Lenders and Affiliates of the Lenders to enter into Permitted Hedging Agreements, each Grantor hereby represents and warrants to the Administrative Agent and each other Secured Party that:
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Westway Group, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are irrevocably satisfied in full, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Security Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Security Agent or any other Secured Party against the Borrower Holdings, DPTSM or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Security Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, releases and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Security Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Security Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Security Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative Security Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Seller Guaranty and Security Agreement (Dakota Plains Holdings, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Guaranteed Obligations (other than contingent indemnification obligations for which no claims have been asserted) are satisfied in full in cash and all commitments of each Lender under the Credit Agreement or any other Loan Document have been irrevocably terminated, notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Agent or any other Secured PartyBeneficiary, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Beneficiary against the Borrower or any other Grantor or any collateral security Guarantor or guarantee or right of offset held by the Administrative Agent or any other Secured Party Beneficiary for the payment of the Guaranteed Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any all rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, Borrower or any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Beneficiary shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties Beneficiaries may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties Beneficiaries may have in any collateral or security such or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
Appears in 1 contract
Samples: Guaranty Agreement (Skyward Specialty Insurance Group, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Agent or any other Secured Party, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until Payment in Full. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the Borrower, any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor Guarantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, may may, to the extent it has the right to do so in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents, use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
Appears in 1 contract
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor Guarantor hereunder or any set-off or application of funds of any Grantor Guarantor by the Administrative Collateral Agent or any other Secured Party, no Grantor Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Company or any other Grantor Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Primary Obligations, nor shall any Grantor Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Company or any other Grantor Guarantor in respect of payments made by such Grantor Guarantor hereunder, and each Grantor Guarantor hereby expressly waiveswaives (to the extent permitted by applicable law), releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until Payment in Full. Each Grantor Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor Guarantor may have against the BorrowerCompany, any other Grantor Guarantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower Company and such Grantor Guarantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine. The Administrative Collateral Agent, for the benefit of the Secured Parties, may may, to the extent it has the right to do so in accordance with the terms and conditions of the Note and the other Note Documents, use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
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Samples: Guarantee and Collateral Agreement (Applied Digital Corp.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Maker or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Maker or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the BorrowerMaker, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties Party may have against the Borrower Maker and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties Party may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties, Party may use, sell or dispose of any item of Collateral or security pursuant to the terms hereof as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
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Samples: Guarantee and Collateral Agreement (Voyant International CORP)
No Subrogation, Contribution or Reimbursement. Notwithstanding Until all Secured Obligations are satisfied in full (other than Hedging Obligations owed by any Note Party to any Purchaser-Related Hedge Provider, Bank Product Obligations and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and all Commitments of each Purchaser under the Note Purchase Agreement or any other Note Document have been terminated, notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Collateral Agent or any other Secured Party, no Grantor shall be entitled to be subrogated each Grantor’s right of subrogation to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Issuer or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the ObligationsSecured Obligations shall be subordinated, nor and no Grantor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Issuer or any other Grantor in respect of payments made by such Grantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any or all such rights of subrogation, reimbursement, indemnity and contributioncontribution until the payment in full in cash of the Secured Obligations (other than Hedging Obligations owed by any Note Party to any Purchaser-Related Hedge Provider, Bank Product Obligations and indemnities and other contingent obligations not then due and payable and as to which no claim has been made). Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, Issuer or any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower Issuer and such Grantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any such collateral or security or guarantee or right of offset. The Administrative In accordance with the terms hereof, the Collateral Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon any disposition or salesale of such Collateral by the Collateral Agent in accordance with the terms hereof, any rights of subrogation any Grantor may have that specifically attach to such Collateral shall terminate.
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Samples: First Lien Guaranty and Security Agreement (BioScrip, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any the Grantor hereunder or any set-off or application of funds of any the Grantor by the Administrative Collateral Agent or any other Secured Party, no the Grantor shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Existing Grantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Obligations, nor shall any the Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Existing Grantor in respect of payments made by such the Grantor hereunder, and each the Grantor hereby expressly waives, releases, and agrees not to exercise any and all such rights of subrogation, reimbursement, indemnity and contribution. Each The Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such the Grantor may have against the Borrower, any other Existing Grantor or against any collateral Collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall shall, until Security Termination has occurred, be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower and such the Grantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral Collateral or security or guarantee or right of offset. The Administrative Collateral Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any the Grantor may have, and upon any disposition or sale, any rights of subrogation any the Grantor may have shall terminate.
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No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by such Grantor hereunder, in each case until Security Termination, and each Grantor hereby expressly waives, releases, subordinates and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contributioncontribution until Security Termination. Each Grantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any Any rights of subrogation, reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security or guarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Agent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. The Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Secured Parties, may use, sell or dispose of any item of Collateral or security as it sees fit fit, subject to Section 7.04, without regard to any subrogation rights any Grantor may have, and upon any disposition or sale, any rights of subrogation any Grantor may have shall terminate.
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Samples: Second Lien Credit Agreement (U.S. Well Services, Inc.)
No Subrogation, Contribution or Reimbursement. Notwithstanding any payment made by any Grantor the Parent Guarantor hereunder or any set-off or application of funds of any Grantor the Parent Guarantor by the Administrative Collateral Agent or any other Secured Party, no Grantor the Parent Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Company or any other Grantor Credit Party or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Primary Obligations, nor shall any Grantor the Parent Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Company or any other Grantor Credit Party in respect of payments made by such Grantor the Parent Guarantor hereunder, and each Grantor the Parent Guarantor hereby expressly waiveswaives (to the extent permitted by applicable law), releases, and agrees not to exercise any all such rights of subrogation, reimbursement, indemnity and contribution, in each case, until Payment in Full. Each Grantor The Parent Guarantor further agrees that to the extent that such waiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnity and contribution such Grantor the Parent Guarantor may have against the BorrowerCompany, any other Grantor Credit Party or against any collateral or security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party shall be junior and subordinate to any rights the Administrative Collateral Agent and the other Secured Parties may have against the Borrower Company and such Grantor the Parent Guarantor and to all right, title and interest the Administrative Collateral Agent and the other Secured Parties may have in any collateral or security or guarantee or right of offset. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine. The Administrative Collateral Agent, for the benefit of the Secured Parties, may may, to the extent it has the right to do so in accordance with the terms and conditions of the Note and the other Note Documents, use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor Guarantor may have, and upon any disposition or sale, any rights of subrogation any Grantor Guarantor may have shall terminate.
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