Common use of Waiver and Subordination Clause in Contracts

Waiver and Subordination. Guarantor expressly waives any right to payment arising by virtue of any subrogation or indemnification upon payment by Guarantor of amounts due from Borrowers to Lender, and Guarantor expressly subordinates any other rights to payment of indebtedness owing from Borrowers to Guarantor, whether now existing or hereafter arising, to the prior right of Lender to receive or require payment in full of the Loan Obligations, until such time as the Loan Obligations are fully paid (including interest accruing on the Note after any petition under the Bankruptcy Code, which post-petition interest Guarantor agrees shall remain a claim that is prior and superior to any claim of Guarantor notwithstanding any contrary practice, custom, or ruling in proceedings under the Bankruptcy Code generally) and such payments are final and not subject to refund or rescission under bankruptcy or other applicable law. Furthermore, so long as an Event of Default exists under the Loan Documents, Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of Borrowers to the Guarantor or any security for such indebtedness until such time as the Loan Obligations are fully paid. If Guarantor should receive any such payment, satisfaction or security for any indebtedness of Borrowers to the Guarantor, the Guarantor agrees to deliver the same promptly to Lender in the form received, endorsed, or assigned as may be appropriate for application on account of, or as security for, the Loan Obligations and until so delivered, agrees to hold the same in trust for Lender.