Common use of Subrogation; Recovery Clause in Contracts

Subrogation; Recovery. The Subordinated Creditor will not exercise (i) any right of subrogation that it may now or hereafter have or obtain in respect of the rights of Agent or any other Senior Secured Party against any Company, any guarantor of any of the Senior Debt or any of the Collateral or (ii) any right to participate in any claim or remedy of Agent and any other Senior Secured Party against any Company, any guarantor of any of the Senior Debt or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, in each case until all of the Senior Debt has been Paid in Full. If Agent or any Senior Lender is required to disgorge any proceeds of Collateral, payment or other amount received by such Person (whether because such proceeds, payment or other amount is invalidated, declared to be fraudulent or preferential or otherwise) or turn over or otherwise pay any amount (a "Recovery") to the estate or to any creditor or representative of a Company or any other Person, then the Senior Debt shall be reinstated (to the extent of such Recovery) as if such Senior Debt had never been paid and to the extent the Subordinated Creditor has received proceeds, payments or other amounts to which the Subordinated Creditor would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of such proceeds, payments or other amounts, the Subordinated Creditor shall turn over such proceeds, payments or other amounts to Agent for reapplication to the Senior Debt. A Distribution made pursuant to this Agreement to Agent or Senior Lenders which otherwise would have been made to the Subordinated Creditor is not, as between the Companies and the Subordinated Creditor, a payment by the Companies to or on account of the Senior Debt.

Subrogation; Recovery. The (a) After the date of Payment in Full of the Senior Debt, but at no time prior to such date, in the event and to the extent cash, property or securities otherwise payable or deliverable to the holders of the Subordinated Debt shall have been applied pursuant to this Agreement to the payment of Senior Debt, then and in each such event, the holders of the Subordinated Debt shall, in addition to any other rights or remedies Subordinated Creditor will not exercise (i) may have under common law or otherwise against the Obligors, be subrogated to the rights of each holder of Senior Debt to receive any further payment or Distribution in respect of or applicable to the Senior Debt, and, for the purposes of such subrogation, no payment or Distribution to the holders of Senior Debt of any cash, property or securities to which any holder of Subordinated Debt would be entitled except for the provisions of this Agreement shall, and no payment over pursuant to the provisions of this Agreement to the holders of Senior Debt by the holders of the Subordinated Debt shall, as between any Obligor, its creditors other than the Senior Creditors and the Subordinated Creditor, be deemed to be a payment by such Obligor to or on account of Senior Debt. A Distribution made pursuant to this Agreement to the Senior Agent or the Senior Creditors that otherwise would have been made to a Subordinated Creditor is not, as between the Obligors and Subordinated Creditor, a payment by the Obligors to or on account of the Senior Debt for purposes of determining whether a right of subrogation that it may now exists hereunder. Senior Agent and the other Senior Creditors shall have no obligation or hereafter have duty to protect the Subordinated Creditor’s rights or obtain in respect of the rights of subrogation arising pursuant to this Agreement or under any applicable law or otherwise, nor shall Senior Agent or any other Senior Secured Party against Creditor be liable for any Companyloss to, or impairment of, any guarantor subrogation rights held by the Subordinated Creditor. No priority or right of the Senior Agent, the Senior Creditors or any other holder of Senior Debt shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Obligor or any other Person or by the noncompliance by any Person with the terms, provisions, or covenants of the Senior Debt Documents or the Subordinated Debt Documents, regardless of any knowledge thereof which the Senior Agent, the Senior Creditors or any holder of the Collateral or (ii) any right to participate in any claim or remedy of Agent and any other Senior Secured Party against any Company, any guarantor of any of the Senior Debt or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, in each case until all of the Senior Debt has been Paid in Full. may have. (b) If Agent or any Senior Lender Creditor determines that it is required to disgorge any proceeds of Collateral, payment or other amount received by such Person (whether because such proceeds, payment or other amount is invalidated, declared to be fraudulent or preferential or otherwise) or turn over or otherwise pay any amount (a "“Recovery"”) to the estate or to any creditor or representative of a Company an Obligor or any other Person, then the applicable Senior Debt shall be reinstated (to the extent of such Recovery) as if such Senior Debt had never been paid and to the extent the any Subordinated Creditor has received proceeds, payments or other amounts to which the Subordinated Creditor would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of such proceeds, payments or other amounts, upon written demand (specifying the funds that were wrongfully paid to Subordinated Creditor, in reasonable detail) Subordinated Creditor shall turn over such proceeds, payments or other amounts to the Senior Agent for reapplication (to be held and/or applied by the Senior Agent to the Senior Debt. A Distribution made pursuant to this Agreement to Agent or Senior Lenders which otherwise would have been made to Debt in accordance with the Subordinated Creditor is not, as between the Companies and the Subordinated Creditor, a payment by the Companies to or on account terms of the Senior DebtDebt Documents as if the Distributions were a payment thereunder until all Senior Debt is Paid in Full).

Subrogation; Recovery. The No Subordinated Creditor will not exercise (i) any right of subrogation that it may now or hereafter have or obtain in respect of the rights of Agent or any other Senior Secured Party against any Company, any guarantor of any of the Senior Debt or any of the Collateral or (ii) any right to participate in any claim or remedy of Agent and any other Senior Secured Party against any Company, any guarantor of any of the Senior Debt or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, in each case until all of the Senior Debt has been Paid in Full. If Agent or any Senior Lender is required to disgorge any proceeds of Collateral, payment or other amount received by such Person (whether because such proceeds, payment or other amount is invalidated, declared to be fraudulent or preferential or otherwise) or turn over or otherwise pay any amount (a "Recovery") to the estate or to any creditor or representative of a Company or any other Person, then the Senior Debt shall be reinstated (to the extent of such Recovery) as if such Senior Debt had never been paid and to the extent the any Subordinated Creditor has received proceeds, payments or other amounts to which the such Subordinated Creditor would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of such proceeds, payments or other amounts, the such Subordinated Creditor shall turn over such proceeds, payments or other amounts to Agent for reapplication to the Senior Debt. A Distribution made pursuant to this Agreement to Agent or Senior Lenders which otherwise would have been made to the a Subordinated Creditor is not, as between the Companies Company and the any Subordinated Creditor, a payment by the Companies Company to or on account of the Senior Debt.

Subrogation; Recovery. The After the Discharge of Senior Debt, the Subordinated Creditor will not exercise (i) any right of subrogation that it may now or hereafter have or obtain in respect of Agent shall be subrogated to the rights of Agent or any other and Senior Secured Party against any Company, any guarantor of any of Lenders to receive Distributions with respect to the Senior Debt until the Discharge of Subordinated Debt; however, the Subordinated Agent waives any and all rights of subrogation now or hereafter arising with respect to any Collateral that the Senior Lenders (or a wholly owned special purpose vehicle of any Senior Lender) obtains ownership of as a result of any Enforcement Action pursuant to the terms of this Agreement, any Post-Petition Sale or any of Plan, so long as the Collateral or (ii) any right to participate in any claim or remedy of Agent and any other Senior Secured Party against any Company, any guarantor of any of net cash proceeds received by the Senior Debt Lenders or any Collateral, whether or not debt deemed exchange as part of obtaining such claim, remedy or right arises in equity or under contract, statute or common law, in each case until all of ownership permanently reduces the Senior Debt has been Paid in FullDebt. If Agent or any Senior Lender is required to disgorge any proceeds of Collateral, payment or other amount received by such any Person (whether because such proceeds, payment or other amount is invalidated, declared to be fraudulent or preferential or otherwise) or turn over or otherwise pay any amount (a "“Recovery"”) to the estate or to any creditor or representative of a Company or any other Person, then the Senior Debt shall automatically be reinstated (to the extent of such Recovery) as if such Senior Debt had never been paid and to the extent the any Subordinated Creditor Secured Parties has received proceeds, payments or other amounts to which Subordinated Agent and the Subordinated Creditor Lenders would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of such proceeds, payments or other amounts, the Subordinated Creditor Secured Parties shall turn over such proceeds, payments or other amounts to Agent for reapplication to the Senior Debt. A Distribution made pursuant to this Agreement to Agent or Senior Lenders which otherwise would have been made to the Subordinated Creditor is not, as between the Companies Agent and the Subordinated Creditor, Lenders is not a payment by the Companies to or Company on account of any scheduled or required repayment of the Senior Debt under the Senior Credit Agreement; provided, that, for the purposes of determining the outstanding amount of the Senior Debt, any such payment shall be applied by the Agent to the Senior Debt.

Subrogation; Recovery. The Subject to the Payment in Full of the Senior Debt, Subordinated Creditor shall be subrogated to the rights of Senior Creditor to receive Distributions with respect to the Senior Debt until the Senior Debt is Paid in Full. Without limiting the foregoing, Subordinated Creditor will not exercise (ia) any right of subrogation that it Subordinated Creditor may now or hereafter have or obtain in respect of the rights of Agent Senior Creditor against any Loan Party or any other Senior Secured Party against any Company, any guarantor or obligor in respect of any of the Senior Debt or any of the Collateral or (iib) any right to participate in any claim or remedy of Agent and Senior Creditor against any Loan Party or any other Senior Secured Party against any Company, any guarantor or obligor in respect of any of the Senior Debt or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, in each case until all of the Senior Debt has been Paid in Full. If Agent or any Senior Lender Creditor is required to disgorge any proceeds of Collateral, payment or other amount received by such Person (whether because such proceeds, payment or other amount is invalidated, declared to be fraudulent or preferential or otherwise) or turn over or otherwise pay any amount (a "“Recovery"”) to the estate or to any creditor or representative of a Company Loan Party or any other Person, then the Senior Debt shall be reinstated (to the extent of such Recovery) as if such Senior Debt had never been paid and to the extent the Subordinated Creditor has received proceeds, payments or other amounts to which the Subordinated Creditor would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of such proceeds, payments or other amounts, the Subordinated Creditor shall turn over such proceeds, payments or other amounts to Agent Senior Creditor for reapplication to the Senior Debt. A Distribution made pursuant to this Agreement to Agent or Senior Lenders Creditor which otherwise would have been made to the Subordinated Creditor is not, as between the Companies Loan Parties and the Subordinated Creditor, a payment by the Companies Loan Parties to or on account of the Senior Debt.