Common use of Right of Subrogation Clause in Contracts

Right of Subrogation. (a) Each Party acknowledges and accepts that GIEK, without any notice or formalities of any kind, shall have an automatic pari passu pro rata right of subrogation into the rights, entitlements and powers of Eksportfinans under this Agreement and the Security Documents immediately upon, and in each case to the extent of, any and all payments made by GIEK under the GIEK Guarantee. The Guarantors and the Parent Guarantor shall have no right of subrogation under this Agreement. (b) For the avoidance of doubt, but subject as set forth in paragraph (a) above, the effect of such subrogation shall be the sharing of all rights, entitlements and powers conferred upon or otherwise vested in Eksportfinans under this Agreement and the Security Documents among GIEK and Eksportfinans in proportion to the amount of their respective claims and receivables from time to time under or in respect of this Agreement. (c) Upon receipt by Eksportfinans of payment in full from GIEK under the GIEK Guarantee a written notice confirming the same shall be given by the Agent to all the Parties hereto. Following such notice, GIEK (or its respective nominees) shall accede to this Agreement as an additional lender. Following such accession, GIEK (or its respective nominees) shall for the purposes of this Agreement be included in the new definition of “Lender” and the rights, entitlements and powers of GIEK (or nominee) and Eksportfinans under this Agreement and the Security Documents shall be as set forth in paragraphs (a) and (b) above. (d) As a third party undertaking for the benefit of GIEK each of the Obligors confirms and agrees that GIEK shall be entitled, save for manifest error, but not obliged, to accept any claim or demand made by Eksportfinans under the GIEK Guarantee as conclusive evidence that the amount claimed pursuant to any such demand is due and payable to Eksportfinans from the Borrower under this Agreement and covered by the GIEK Guarantee. Each of the Obligors waives any right to dispute or delay any subrogation of all or part of the rights of Eksportfinans under this Agreement and the Security Documents to GIEK (or its respective nominees), and each of the Obligors and Eksportfinans undertakes to sign and execute any documents reasonably required by GIEK in connection with any subrogation as aforesaid, and/or enforcement of the Security Documents.