Common use of Subordination and Subrogation Clause in Contracts

Subordination and Subrogation. (a) Each Guarantor hereby agrees that all present and future Indebtedness of the Borrower to the Guarantors shall be subordinate and junior in right of payment and priority to the Obligations, and the Borrower agrees not to make, and each Guarantor agrees not to demand, accept or receive any payment in respect of any present or future Indebtedness of the Borrower to the Guarantors, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time as the Obligations shall have been indefeasibly paid in full; provided that the Borrower may make and the Guarantors may receive such payments as shall be permitted under Section 8.6 hereof. Without in any way limiting the foregoing, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, dissolution or other similar proceedings relative to the Borrower or to its business, properties or assets, the Lenders shall be entitled to receive payment in full of all of the Obligations before either Guarantor shall be entitled to receive any payment in respect of any present or future Indebtedness of the Borrower to the Guarantors. (b) Until such time as the Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under the Federal Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it pursuant to the provisions of this Article 3 and further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, each Lender and the Agent) that any such payment by it shall constitute a contribution of capital by the Guarantors to the Borrower.

Subordination and Subrogation. (a) Each Guarantor of the Guarantors hereby agrees that subordinates all present and future Indebtedness claims, now held or hereafter acquired, against the Company as a creditor or contributor of the Borrower capital, or otherwise, to the Guarantors shall be subordinate prior and junior in right of payment and priority to the Obligations, and the Borrower agrees not to make, and each Guarantor agrees not to demand, accept or receive any payment in respect of any present or future Indebtedness of the Borrower to the Guarantors, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time as the Obligations shall have been indefeasibly paid in full; provided that the Borrower may make and the Guarantors may receive such payments as shall be permitted under Section 8.6 hereof. Without in any way limiting the foregoing, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, dissolution or other similar proceedings relative to the Borrower or to its business, properties or assets, the Lenders shall be entitled to receive final payment in full to the Banks of all of the Obligations before Obligations. If, without reference to the provisions of this Section 6.4, either Guarantor shall of the Guarantors would at any time be or become entitled to receive any payment on account of any claim against the Company, whether in insolvency, bankruptcy, liquidation or reorganization proceedings, or otherwise, such Guarantor shall and does hereby irrevocably direct that all such payments shall be made directly to the Administrative Agent on account of the Banks until all Obligations shall be paid in full. Should either of the Guarantors receive any such payment, such Guarantor shall receive such amount in trust for the Banks and shall immediately pay over to the Administrative Agent such amount as provided in the preceding sentence. Anything contained in this Section 6 to the contrary notwithstanding, the obligations of each of the Guarantors hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of any present intercompany indebtedness to the Company or future Indebtedness other Affiliates of the Borrower Company to the Guarantors. extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets to the value (bas determined under the applicable provisions of the Fraudulent Transfer Laws) Until of any rights to subrogation or contribution of such time as Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of Company of obligations arising under guaranties by such parties. Each of the Guarantors further agrees that any rights of subrogation such Guarantor may have against the Company, and any rights of contribution such Guarantor may have against Company, and any rights of contribution such Guarantor may have against the other Guarantor or any other guarantor of the Obligations hereunder, shall be junior and subordinate to any rights the Administrative Agent or the Banks may have been indefeasibly paid in full, each against such other Guarantor hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under the Federal Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it pursuant to the provisions of this Article 3 and further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, each Lender and the Agent) that any such payment by it shall constitute a contribution of capital by the Guarantors to the Borrowerother guarantor.

Subordination and Subrogation. (a) Each Guarantor of the Guarantors hereby agrees that subordinates all present and future Indebtedness claims, now held or hereafter acquired, against the Borrower as a creditor or contributor of capital, or otherwise, to the prior and final payment in cash in full to the Lenders of all of the Obligations. If, without reference to the provisions of this Section 6.04, any of the Guarantors would at any time be or become entitled to receive any payment on account of any claim against the Borrower, whether in insolvency, bankruptcy, liquidation or reorganization proceedings, or otherwise, such Guarantor shall and does hereby irrevocably direct that all such payments shall be made directly to the Administrative Agent on account of the Lenders until all Obligations shall be paid in cash in full. Should any of the Guarantors receive any such payment, such Guarantor shall receive such amount in trust for the Administrative Agent, for the benefit of the Lenders, and shall immediately pay over to the Administrative Agent such amount as provided in the preceding sentence. Anything contained in this Article VI to the contrary notwithstanding, the obligations of each of the Guarantors hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations here- under subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Guarantor pursuant to (a) applicable law or (b) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of Borrower of obligations arising under guaranties by such parties. Each of the Guarantors further agrees that any rights of subrogation such Guarantor may have against the Borrower, and any rights of contribution such Guarantor may have against Borrower, and any rights of contribution such Guarantor may have against any other Guarantor or any other guarantor of the Obligations hereunder, shall be junior and subordinate and junior in right to any rights the Administrative Agent, the Issuing Bank or the Lenders may have against any other Guarantor or any such other guarantor. Each of payment and priority the Guarantors further agrees that it shall not be entitled to the Obligations, and the Borrower agrees not to make, and each Guarantor agrees not to demand, accept enforce or receive any payment in respect payments arising out of, or based upon, such right of any present or future Indebtedness of subrogation until all amounts then due and payable by the Borrower to the Guarantors, including, without limitation, hereunder or under any payment received through the exercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time as the Obligations other Loan Document shall have been indefeasibly paid in full; provided that the Borrower may make and the Guarantors may receive such payments as shall be permitted under Section 8.6 hereof. Without full in any way limiting the foregoing, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, dissolution or other similar proceedings relative to the Borrower or to its business, properties or assets, the Lenders shall be entitled to receive payment in full of all of the Obligations before either Guarantor shall be entitled to receive any payment in respect of any present or future Indebtedness of the Borrower to the Guarantorscash. (b) Until such time as the Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under the Federal Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it pursuant to the provisions of this Article 3 and further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, each Lender and the Agent) that any such payment by it shall constitute a contribution of capital by the Guarantors to the Borrower.

Subordination and Subrogation. (a) Each Guarantor of the Guarantors hereby agrees that subordinates all present and future Indebtedness claims, now held or hereafter acquired, against any Applicant as a creditor or contributor of the Borrower capital, or otherwise, to the Guarantors shall be subordinate prior and junior in right of payment and priority to the Obligations, and the Borrower agrees not to make, and each Guarantor agrees not to demand, accept or receive any payment in respect of any present or future Indebtedness of the Borrower to the Guarantors, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time as the Obligations shall have been indefeasibly paid in full; provided that the Borrower may make and the Guarantors may receive such payments as shall be permitted under Section 8.6 hereof. Without in any way limiting the foregoing, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, dissolution or other similar proceedings relative to the Borrower or to its business, properties or assets, the Lenders shall be entitled to receive final payment in full to the Issuer, the Administrative Agent and the Participants of all of the Obligations before Secured Obligations. If, without reference to the provisions of this Section 4.4, either Guarantor shall would at any time, upon the occurrence and during the continuance of an Event of Default, be or become entitled to receive any payment on account of any claim against any Applicant, whether in insolvency, bankruptcy, liquidation or reorganization proceedings, or otherwise, such Guarantor shall and does hereby irrevocably direct that all such payments shall be made directly to the Issuer, the Administrative Agent and the Participants until all Secured Obligations shall be paid in full. Should either Guarantor receive any such payment, such Guarantor shall receive such amount in trust for the Issuer, the Administrative Agent and the Participants and shall immediately pay over to the Issuer, the Administrative Agent and the Participants such amount as provided in the preceding sentence. Anything contained in this Section 4 to the contrary notwithstanding, the obligations of each of the Guarantors hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of any present intercompany indebtedness to the Applicants or future Indebtedness other Affiliates of the Borrower Applicants to the Guarantors. extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets to the value (bas determined under the applicable provisions of the Fraudulent Transfer Laws) Until of any rights to subrogation or contribution of such time as Guarantor pursuant to (i) applicable law or (ii) any Agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives all Applicants of obligations arising under guaranties by such parties. Each of the Guarantors further agrees that any rights of subrogationsubrogation such Guarantor may have against any Applicant and any rights of contribution such Guarantor may have against any Applicant, whether arising by contract and any rights of contribution such Guarantor may have against the other Guarantor or operation any other guarantor of law (includingthe Secured Obligations hereunder, without limitationshall be junior and subordinate to any rights the Issuer, any the Administrative Agent or the Participants may have against such right arising under the Federal Bankruptcy Code of 1978, as amended) other Guarantor or otherwise by reason of any payment by it pursuant to the provisions of this Article 3 and further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, each Lender and the Agent) that any such payment by it shall constitute a contribution of capital by the Guarantors to the Borrowerguarantor.

Subordination and Subrogation. (a) Each The Guarantor hereby agrees that all present and future Indebtedness of the Borrower Borrowers to the Guarantors Guarantor shall be subordinate and junior in right of payment and priority to the Obligations, and the Borrower agrees Borrowers agree not to make, and each the Guarantor agrees not to demand, accept or receive any payment in respect of any present or future Indebtedness of the Borrower Borrowers to the GuarantorsGuarantor, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time as the Obligations shall have been indefeasibly paid in full; provided that the Borrower Borrowers may make and the Guarantors Guarantor may receive such payments as shall be permitted under Section 8.6 hereof. Without in any way limiting the foregoing, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, dissolution or other similar proceedings relative to the Borrower Borrowers or to its businesstheir businesses, properties or assets, the Lenders shall be entitled to receive payment in full of all of the Obligations before either the Guarantor shall be entitled to receive any payment in respect of any present or future Indebtedness of the Borrower Borrowers to the Guarantors. (b) Until such time as the Obligations shall have been indefeasibly paid in full, each the Guarantor hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under the Federal Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it pursuant to the provisions of this Article 3 and further agrees with the Borrower Borrowers for the benefit of each of its creditors (including, without limitation, each Lender, the Issuing Lender and the Agent) that any such payment by it shall constitute a contribution of capital by the Guarantors Guarantor to the BorrowerBorrowers.