Common use of Subordination of Subrogation Clause in Contracts

Subordination of Subrogation. The Guarantor hereby subordinates the payment of all obligations and indebtedness of any Loan Party owing to the Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Loan Party to the Guarantor as subrogee of the Holders of Obligations or resulting from the Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations and agrees not to exercise any rights of subrogation against any Loan Party until the Termination Date; provided, however, that the Guarantor may receive payments in the ordinary course with respect to Indebtedness owing from any Loan Party to the Guarantor to the extent not otherwise prohibited by the terms of the Credit Agreement, unless a Default has occurred and is continuing and Lender has notified such Guarantor to cease receiving such payments. If Lender, on behalf of itself or the Holders of Obligations, so requests, any such obligation or indebtedness of any Loan Party to the Guarantor shall be enforced and performance received by the Guarantor as trustee for the Holders of Obligations and the proceeds thereof shall be paid over to Lender on account of the Guaranteed Obligations, and shall be credited and applied to the Guaranteed Obligations, whether matured or unmatured, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty.

Subordination of Subrogation. The Guarantor hereby subordinates the payment of all obligations and indebtedness of expressly agrees that it shall not exercise, against Borrower, any Loan Party owing to the Guarantorother guarantor, whether maker, endorser or person (a) any right which Guarantor may now existing have or hereafter arising, including but not limited to any obligation acquire by way of any Loan Party to the Guarantor as subrogee of the Holders of Obligations or resulting from the Guarantor’s performance subrogation under this Guaranty, by law or otherwise or by way of reimbursement, indemnity, exoneration, or contribution; or (b) any right to assert defenses as the indefeasible payment in full in cash primary obligor of all Guaranteed Obligations and agrees not to exercise the Obligations; or (c) any rights of subrogation other claim which it now has or may hereafter acquire against Borrower or any Loan Party until the Termination Date; provided, however, that the Guarantor may receive payments in the ordinary course other person or against or with respect to Indebtedness owing from Borrower’s property (including, without limitation, any Loan Party property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which Guarantor to the extent not otherwise prohibited by the terms may now have or hereafter acquire against Borrower or any other guarantor, maker or endorser; in any case, whether any of the Credit Agreementforegoing claims, unless a Default has occurred remedies and is continuing rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Lender has notified such Guarantor to cease receiving such paymentsExpenses have been indefeasibly paid in full. If Lender, on behalf in violation of itself or the Holders of Obligations, so requests, foregoing any such obligation or indebtedness of any Loan Party to the Guarantor shall be enforced and performance received by the Guarantor as trustee for the Holders of Obligations and the proceeds thereof amount shall be paid over to Lender Guarantor on account of any such rights at any time, such amount shall be held in trust for the Guaranteed Obligations, benefit of WFFPC and shall forthwith be paid to WFFPC to be credited and applied to against the Guaranteed ObligationsObligations and Expenses, whether matured or unmatured, but without reducing or affecting in any manner accordance with the liability terms of the Guarantor under this GuarantyNote and the Finance Agreement.

Subordination of Subrogation. The Notwithstanding any payment made by any Guarantor hereby subordinates hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all obligations and indebtedness of any Loan Party amounts owing to the Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Loan Party to Administrative Agent and the Guarantor as subrogee Lenders by the Borrower on account of the Holders of Borrower Obligations or resulting from the Guarantor’s performance under this Guaranty, to the indefeasible payment shall have been paid in full in cash or other immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation or similar rights at any time when all Guaranteed of the Borrower Obligations shall not have been paid in full in cash or other immediately available funds, such amount shall be held by such Guarantor in trust for the Administrative Agent and agrees not the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to exercise any rights of subrogation against any Loan Party until the Termination Date; provided, however, that the Guarantor may receive payments Administrative Agent in the ordinary course with respect to Indebtedness owing from any Loan Party to the exact form received by such Guarantor (duly indorsed by such Guarantor to the extent not otherwise prohibited by Administrative Agent, if required), to be applied against the terms of the Credit Agreement, unless a Default has occurred and is continuing and Lender has notified such Guarantor to cease receiving such payments. If Lender, on behalf of itself or the Holders of Obligations, so requests, any such obligation or indebtedness of any Loan Party to the Guarantor shall be enforced and performance received by the Guarantor as trustee for the Holders of Obligations and the proceeds thereof shall be paid over to Lender on account of the Guaranteed Obligations, and shall be credited and applied to the Guaranteed Borrower Obligations, whether matured or unmatured, but without reducing or affecting in any manner such order as the liability of the Guarantor under this GuarantyAdministrative Agent may determine.

Subordination of Subrogation. The Notwithstanding any payment made by any Guarantor hereby subordinates hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all obligations and indebtedness of any Loan Party amounts owing to the Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Loan Party to Administrative Agent and the Guarantor as subrogee Lenders by the Borrower on account of the Holders of Borrower Obligations or resulting from the Guarantor’s performance under this Guaranty, to the indefeasible payment shall have been paid in full in cash or other immediately available funds and the Revolving Credit Commitments shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation or similar rights at any time when all Guaranteed of the Borrower Obligations shall not have been paid in full in cash or other immediately available funds, such amount shall be held by such Guarantor in trust for the Administrative Agent and agrees not the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to exercise any rights of subrogation against any Loan Party until the Termination Date; provided, however, that the Guarantor may receive payments Administrative Agent in the ordinary course with respect to Indebtedness owing from any Loan Party to the exact form received by such Guarantor (duly indorsed by such Guarantor to the extent not otherwise prohibited by Administrative Agent, if required), to be applied against the terms of the Credit Agreement, unless a Default has occurred and is continuing and Lender has notified such Guarantor to cease receiving such payments. If Lender, on behalf of itself or the Holders of Obligations, so requests, any such obligation or indebtedness of any Loan Party to the Guarantor shall be enforced and performance received by the Guarantor as trustee for the Holders of Obligations and the proceeds thereof shall be paid over to Lender on account of the Guaranteed Obligations, and shall be credited and applied to the Guaranteed Borrower Obligations, whether matured or unmatured, but without reducing or affecting in any manner such order as the liability of the Guarantor under this GuarantyAdministrative Agent may determine.