Common use of Subrogation; Marshalling Clause in Contracts

Subrogation; Marshalling. Junior Creditor shall not be subrogated to, or be entitled to any assignment of any Senior Debt or Junior Debt or of any collateral for or guarantees or evidence of any thereof until Senior Creditors shall have received payment in full of all of the Senior Debt. Junior Creditor hereby waives any and all rights to have any collateral or any part thereof granted to or held by any Senior Creditor marshalled upon any foreclosure or other disposition of such collateral by any Senior Creditor or Debtor with the consent of Senior Creditor Agent. For purposes of such subrogation, no payments or distributions to the Senior Creditors of any cash, property or securities to which the Junior Creditors would be entitled except for the provisions of this Subordination Agreement and no payment over pursuant to the provisions of this Subordination Agreement to the Senior Creditors by or for the account of Junior Creditor shall, as among Debtor and its creditors (other than Senior Creditors and Junior Creditor) be deemed to be a payment or distribution by Debtor to or on account of the Senior Debt, it being understood that the provisions of this Subordination Agreement are intended solely for the purpose of defining the relative rights of the Junior Creditor and the Senior Creditors. If Junior Creditor has any rights to payment from Debtor as a result of subrogation to Senior Creditors pursuant to this Section 3(e), Debtor shall, upon the written request of Junior Creditor, take such actions as may be required in order to enable Junior Creditor to obtain such payments.