Common use of Rights of Reimbursement, Contribution and Subrogation Clause in Contracts

Rights of Reimbursement, Contribution and Subrogation. All rights and claims of HaptoGuard based upon or relating to any right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of HaptoGuard as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, HaptoGuard shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to HaptoGuard in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Debtor, it shall be held by such Debtor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Debtor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. HaptoGuard shall remain obligated hereunder notwithstanding that, without any reservation of rights against HaptoGuard and without notice to or further assent by any HaptoGuard, any demand for payment of any of the Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Note, Warrant and/or Purchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the requisite Lenders) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Company Obligations or for the guarantee contained in this Section 11 or any property subject thereto.

Rights of Reimbursement, Contribution and Subrogation. (a) If any payment is made on account of the Obligations by Borrower or is received or collected on account of the Obligations from the property of Borrower or Guarantor, then (i) if such payment is made by Borrower or from its property, and to the extent such payment is made on account of Obligations arising from or relating to a Loan made to Borrower or a Letter of Credit issued for the account of Borrower, Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from Guarantor, or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including Guarantor or its property; and (ii) if such payment is made from Guarantor’s property, Guarantor shall be entitled, subject to and upon Discharge of the Obligations to demand and enforce reimbursement for the full amount of such payment from Borrower. (b) All rights and claims of HaptoGuard arising under this Section 2.2 or based upon on or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of HaptoGuard Guarantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full in cash of all of the Obligations. Until payment in full Discharge of the Obligations, HaptoGuard Guarantor shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to HaptoGuard Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any DebtorGuarantor, it shall be held by such Debtor Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Debtor Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. HaptoGuard shall remain obligated hereunder notwithstanding that. (c) The Guarantied Obligations are not contingent on the validity, without any reservation of rights against HaptoGuard and without notice to legality, enforceability, collectability or further assent by any HaptoGuard, any demand for payment sufficiency of any right of the Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Obligations continuedreimbursement, and the Obligationscontribution or subrogation arising under this Section 2.2. The invalidity, insufficiency, unenforceability or the liability uncollectibility of any other Person upon such right shall not in any respect diminish, affect or for impair any part thereof, such obligation or any collateral security other claim, interest, right or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Note, Warrant and/or Purchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the requisite Lenders) may deem advisable from time to time, and any collateral security, guarantee or right of offset remedy at any time held by any Secured Party for the payment against Guarantor or its property. The Secured Parties make no representations or warranties in respect of the Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party any such right and shall have any obligation no duty to assure, protect, secure, perfect enforce or insure ensure any Lien at such right or otherwise relating to any time held by it as security for the Company Obligations or for the guarantee contained in this Section 11 or any property subject theretosuch right.

Rights of Reimbursement, Contribution and Subrogation. (a) If any payment is made on account of the Obligations by Borrower or is received or collected on account of the Obligations from the property of Borrower or Guarantor, then (i) if such payment is made by Borrower or from its property, and to the extent such payment is made on account of Obligations arising from or relating to a Loan made to Borrower or a Letter of Credit issued for the account of Borrower, Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from Guarantor, or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including Guarantor or its property; and (ii) if such payment is made from Guarantor’s property, Guarantor shall be entitled, subject to and upon Discharge of the Obligations to demand and enforce reimbursement for the full amount of such payment from Borrower. (b) All rights and claims of HaptoGuard arising under this Section 2.2 or based upon on or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of HaptoGuard Guarantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full in cash of all of the Obligations. Until payment in full Discharge of the Obligations, HaptoGuard Guarantor shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to HaptoGuard Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any DebtorGuarantor, it shall be held by such Debtor Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Debtor Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. HaptoGuard shall remain obligated hereunder notwithstanding that. (c) The Guarantied Obligations and the enforceability of the security interest granted hereby, without any reservation of rights against HaptoGuard and without notice to are not contingent on the validity, legality, enforceability, collectability or further assent by any HaptoGuard, any demand for payment sufficiency of any right of the Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Obligations continuedreimbursement, and the Obligationscontribution or subrogation arising under this Section 2.2. The invalidity, insufficiency, unenforceability or the liability uncollectibility of any other Person upon such right shall not in any respect diminish, affect or for impair any part thereof, such obligation or any collateral security other claim, interest, right or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Note, Warrant and/or Purchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the requisite Lenders) may deem advisable from time to time, and any collateral security, guarantee or right of offset remedy at any time held by any Secured Party for the payment against Guarantor or its property. The Secured Parties make no representations or warranties in respect of the Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party any such right and shall have any obligation no duty to assure, protect, secure, perfect enforce or insure ensure any Lien at such right or otherwise relating to any time held by it as security for the Company Obligations or for the guarantee contained in this Section 11 or any property subject theretosuch right.

Rights of Reimbursement, Contribution and Subrogation. (a) In case any payment is made on account of the Obligations by Wynn Resorts or is received or collected on account of the Obligations from Wynn Resorts or its property, Wynn Resorts may be entitled, subject to and upon payment in full of the Obligations, (A) to demand and enforce reimbursement for the full amount of such payment from the Borrower and (B) to demand and enforce contribution in respect of such payment from each Other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) Wynn Resorts and each Other Guarantor pays its fair share of the unreimbursed portion of such payment. (b) [Reserved] (c) All rights and claims of HaptoGuard arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of HaptoGuard Wynn Resorts as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, HaptoGuard Wynn Resorts shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to HaptoGuard Wynn Resorts in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any DebtorWynn Resorts, it shall be held by such Debtor Wynn Resorts in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Debtor Wynn Resorts to the Administrative Collateral Agent, in the exact form received and, if necessary, duly endorsed. HaptoGuard shall remain obligated hereunder notwithstanding that, without any reservation of rights against HaptoGuard and without notice to or further assent by any HaptoGuard, any demand for payment of any of the Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Note, Warrant and/or Purchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the requisite Lenders) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Company Obligations or for the guarantee contained in this Section 11 or any property subject thereto.