Common use of Subordination of Subrogation Rights Clause in Contracts

Subordination of Subrogation Rights. The rights which any of the Pledgors shall acquire against the Borrower or any other Pledgor in the nature of subrogation, indemnity or contribution rights, as a consequence of making any payments to the Agent under this Agreement, or as a consequence of the sale of any of the Pledged Collateral by the Agent pursuant to this Agreement, are, in this Section 7.5, collectively called the "Subrogation Rights" In the event of any bankruptcy or insolvency proceeding involving any Pledgor or any Property of any Pledgor, if all of the Obligations have not been paid in full in cash at the time, the Agent is hereby irrevocably authorized by each Pledgor at any such proceeding: (a) to enforce all of the Subrogation Rights of such Pledgor, either in the name of the Agent or in the name of such Pledgor, by proof of debt, proof of claim, suit or otherwise; (b) to collect any Property of any of the Pledgors distributed or applied by way of dividend or payment on account of such Subrogation Rights, and to apply the same, or the proceeds of any realization thereof, towards the payment of the Obligations until all of the Obligations have been paid in full in cash; and (c) to vote claims arising under or in respect of all such Subrogation Rights. Except as and to the extent otherwise expressly contemplated and permitted by the foregoing provisions of this Section 7.5, so long as any Obligations remain unpaid, no Pledgor shall take any action of any kind to enforce any of its Subrogation Rights, and no Pledgor shall receive or accept from any Person or Persons any payments or other distributions in respect of any of its Subrogation Rights. Should any payment or distribution on account of any of the Subrogation Rights be received by any Pledgor, such payment or distribution shall be delivered by such Pledgor forthwith to the Agent for the benefit of the Secured Parties in the form received by such Pledgor, except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Agent. Until so delivered, each such payment shall be held by such Pledgor in trust for the benefit of the Secured Parties and shall not be commingled with any other funds of such Pledgor.

Subordination of Subrogation Rights. The rights which any of the Pledgors Guarantor shall acquire against the Borrower or any other Pledgor in the nature of subrogation, indemnity or contribution rights, as a consequence of making any payments to the Agent payment under this Agreement, or as a consequence of the sale of any of the Pledged Collateral by the Agent pursuant to this Agreement, its Guaranty are, in this Section 7.56.5, collectively called the "Subrogation Rights." In the event of any proceeding for the distribution, division or application of all or any part of the Property of the Borrower or any of its Subsidiaries, whether such proceeding be for the liquidation, dissolution or winding up of the Borrower or any of its Subsidiaries, a receivership, insolvency or bankruptcy proceeding, an assignment for the benefit of creditors, or a proceeding by or against the Borrower or any of its Subsidiaries for relief under any bankruptcy, reorganization or insolvency proceeding involving any Pledgor or any Property of any Pledgorlaw, if all of the Obligations have not been paid and satisfied in full in cash at the time, the Agent Bank is hereby irrevocably authorized by each Pledgor such Guarantor at any such proceeding: (a) to enforce all of the Subrogation Rights of such PledgorGuarantor, either in the name of the Agent or in the name of such PledgorGuarantor, by proof of debt, proof of claim, suit or otherwise; (b) to collect any Property of the Borrower or any of the Pledgors its Subsidiaries distributed or applied by way of dividend or payment on account of such Subrogation Rights, and to apply the same, or the proceeds of any realization thereof, towards the payment of the Obligations until all of the Obligations have been paid and satisfied in full in cash; and (c) to vote all claims arising under or in respect of all such Subrogation Rights. Except as and to the extent otherwise expressly contemplated and permitted by the foregoing provisions of this Section 7.5, so So long as any Obligations remain unpaid, no Pledgor Guarantor shall take any action of any kind to enforce any of its Subrogation Rights, and no Pledgor Guarantor shall receive or accept from any Person or Persons any payments or other distributions in respect of any of its Subrogation Rights. Should any payment or distribution on account of any of the Subrogation Rights be received by any PledgorGuarantor, such payment or distribution shall be delivered by such Pledgor Guarantor forthwith to the Agent for the benefit of the Secured Parties in the form received by such PledgorGuarantor, except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Agent. Until so delivered, each such payment shall be held by such Pledgor Guarantor in trust for the benefit of the Secured Parties and shall not be commingled with any other funds of such PledgorGuarantor.

Subordination of Subrogation Rights. The rights which any of the Pledgors Subsidiary LLCs shall acquire against the Borrower or any other Pledgor in the nature of subrogation, indemnity or contribution rights, as a consequence of making any payments to the Agent under this Agreement, or as a consequence of the sale of any of the Pledged Collateral by the Agent pursuant to this Agreement, are, in this Section 7.5, collectively called the "Subrogation Rights." In the event of any bankruptcy or insolvency proceeding involving any the Pledgor or any Property of any the Pledgor, if all of the Obligations have not been paid in full in cash at the time, the Agent is hereby irrevocably authorized by each the Pledgor at any such proceeding: (a) to enforce all of the Subrogation Rights of such the Pledgor, either in the name of the Agent or in the name of such the Pledgor, by proof of debt, proof of claim, suit or otherwise; (b) to collect any Property of any of the Pledgors Pledgor distributed or applied by way of dividend or payment on account of such Subrogation Rights, and to apply the same, or the proceeds of any realization thereof, towards the payment of the Obligations until all of the Obligations have been paid in full in cash; and (c) to vote claims arising under or in respect of all such Subrogation Rights. Except as and to the extent otherwise expressly contemplated and permitted by the foregoing provisions of this Section 7.5, so long as any Obligations remain unpaid, no Pledgor shall take any action of any kind to enforce any of its Subrogation Rights, and no Pledgor shall receive or accept from any Person or Persons any payments or other distributions in respect of any of its Subrogation Rights. Should any payment or distribution on account of any of the Subrogation Rights be received by any the Pledgor, such payment or distribution shall be delivered by such the Pledgor forthwith to the Agent for the benefit of the Secured Parties in the form received by such the Pledgor, except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Agent. Until so delivered, each such payment shall be held by such the Pledgor in trust for the benefit of the Secured Parties and shall not be commingled with any other funds of such the Pledgor.

Subordination of Subrogation Rights. The rights which any of the Pledgors shall acquire against the Borrower or any other Pledgor in the nature of subrogation, indemnity or contribution rights, as a consequence of making any payments to the Agent under this Agreement, or as a consequence of the sale of any of the Pledged Collateral by the Agent pursuant to this Agreement, are, in this Section 7.5ss.7.5, collectively called the "Subrogation Rights" In the event of any bankruptcy or insolvency proceeding involving any Pledgor or any Property of any Pledgor, if all of the Obligations have not been paid in full in cash at the time, the Agent is hereby irrevocably authorized by each Pledgor at any such proceeding: (a) to enforce all of the Subrogation Rights of such Pledgor, either in the name of the Agent or in the name of such Pledgor, by proof of debt, proof of claim, suit or otherwise; (b) to collect any Property of any of the Pledgors distributed or applied by way of dividend or payment on account of such Subrogation Rights, and to apply the same, or the proceeds of any realization thereof, towards the payment of the Obligations until all of the Obligations have been paid in full in cash; and (c) to vote claims arising under or in respect of all such Subrogation Rights. Except as and to the extent otherwise expressly contemplated and permitted by the foregoing provisions of this Section 7.5ss.7.5, so long as any Obligations remain unpaid, no Pledgor shall take any action of any kind to enforce any of its Subrogation Rights, and no Pledgor shall receive or accept from any Person or Persons any payments or other distributions in respect of any of its Subrogation Rights. Should any payment or distribution on account of any of the Subrogation Rights be received by any Pledgor, such payment or distribution shall be delivered by such Pledgor forthwith to the Agent for the benefit of the Secured Parties in the form received by such Pledgor, except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Agent. Until so delivered, each such payment shall be held by such Pledgor in trust for the benefit of the Secured Parties and shall not be commingled with any other funds of such Pledgor.

Subordination of Subrogation Rights. The rights which any of ----------------------------------- the Pledgors shall acquire against the Borrower any of Borrowers or any other Pledgor in the nature of subrogation, indemnity or contribution rights, as a consequence of making any payments to the Agent under this Agreement, or as a consequence of the sale of any of the Pledged Collateral by the Agent pursuant to this Agreement, are, in this Section section 7.5, collectively called the "Subrogation ----------- Rights." In the event of any bankruptcy or insolvency proceeding involving any Pledgor or any Property of any Pledgor, if all of the Lender Obligations have not been paid in full in cash at the time, the Agent is hereby irrevocably authorized by each Pledgor at any such proceeding: (a) to enforce all of the Subrogation Rights of such Pledgor, either in the name of the Agent or in the name of such Pledgor, by proof of debt, proof of claim, suit or otherwise; (b) to collect any Property of any of the Pledgors distributed or applied by way of dividend or payment on account of such Subrogation Rights, and to apply the same, or the proceeds of any realization thereof, towards the payment of the Lender Obligations until all of the Lender Obligations have been paid in full in cash; and (c) to vote claims arising under or in respect of all such Subrogation Rights. Except as and to the extent otherwise expressly contemplated and permitted by the foregoing provisions of this Section 7.5, so long as any Lender Obligations ----------- remain unpaid, no Pledgor shall take any action of any kind to enforce any of its Subrogation Rights, and no Pledgor shall receive or accept from any Person or Persons any payments or other distributions in respect of any of its Subrogation Rights. Should any payment or distribution on account of any of the Subrogation Rights be received by any Pledgor, such payment or distribution shall be delivered by such Pledgor forthwith to the Agent for the benefit of the Secured Parties in the form received by such Pledgor, except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Agent. Until so delivered, each such payment shall be held by such Pledgor in trust for the benefit of the Secured Parties and shall not be commingled with any other funds of such Pledgor.