Common use of Waiver of Subrogation and Other Rights Clause in Contracts

Waiver of Subrogation and Other Rights. (i) Upon the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice to or consent of Pledgor, Lender may elect to: (A) foreclose against any collateral for the Secured Obligations, (B) accept a transfer of any such collateral for the Secured Obligations in lieu of foreclosure, (C) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Pledgor or any other Person, or (D) exercise any other remedy against Pledgor or any other Person or any collateral for the Secured Obligations. No such action by Lender shall release or limit Lender’s rights hereunder or under the other Related Documents, even if the effect of the action is to deprive Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any other Person for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Pledgor expressly agrees that under no circumstances shall Pledgor be deemed to have any right, title, interest or claim in or to any Collateral to be held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of the Collateral. Regardless of whether Pledgor may have made any payments to Lender, until repayment in full of all of the Secured Obligations, Pledgor waives: (A) upon the occurrence and during the continuance of an Event of Default all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any other Person on account of the Collateral encumbered by this Pledge Agreement, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; (B) all rights to enforce any remedy that Lender may have against any Person granting collateral for the Secured Obligations; and (C) all rights to participate in any Collateral now or later to be held by Lender.

Waiver of Subrogation and Other Rights. (ia) Upon the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice to or consent of any Pledgor, Lender Secured Party may elect to: to (Abut subject to the terms of this Agreement and the Note or the Guaranty): (i) foreclose against any collateral Collateral for the Secured Obligations, (Bii) accept a transfer of any such collateral Collateral for the Secured Obligations in lieu of foreclosure, (Ciii) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Pledgor Company or any other Personperson or entity, or (Div) exercise any other remedy against Pledgor Company or any other Person person or entity or any collateral Collateral for the Secured Obligations. No such action by Lender Secured Party shall release or limit LenderSecured Party’s rights hereunder or under the other Related DocumentsNote or the Guaranty, even if the effect of the action is to deprive such Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from such Pledgor or any other Person person or entity for any sums paid to LenderSecured Party, whether contractual or arising by operation of law or otherwise. Each Pledgor expressly agrees that under no circumstances shall any Pledgor be deemed to have any right, title, interest or claim in or to any Collateral real or personal property to be held by Lender Secured Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Collateral. Secured Obligations. (b) Regardless of whether any Pledgor may have made any payments to LenderSecured Party, until repayment in full of such time as all Secured Obligations are fully, finally and indefeasibly paid to Secured Party, each Pledgor waives, to the extent permitted by law and subject to Section 6(c) below, (all of the Secured Obligationsfollowing rights, Pledgor waives: collectively, “Pledgors’ Conditional Rights”): (Ai) upon the occurrence and during the continuance of an Event of Default all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any other Person Company on account of the Collateral encumbered by this Pledge Agreement, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; (Bii) all rights to enforce any remedy that Lender Secured Party may have against any Person Pledgor or any person or entity granting collateral for the Secured Obligations; and (Ciii) all rights to participate in any Collateral now or later to be held by LenderSecured Party. (c) Subject to the full, final and indefeasible payment of all Secured Obligations to Secured Party, each Pledgor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, the other guarantors to the extent the Secured Obligations hereunder render Pledgor insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor shall enforce any such rights until the Secured Obligations shall have been finally paid in full.

Waiver of Subrogation and Other Rights. (i) Upon the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice to or consent of Pledgor, Lender may elect to: (A) foreclose against any collateral for the Secured Obligations, (B) accept a transfer of any such collateral for the Secured Obligations in lieu of foreclosure, (C) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Pledgor or any other Person, or (D) exercise any other remedy against Pledgor or any other Person or any collateral for the Secured Obligations. No such action by Lender Xxxxxx shall release or limit LenderXxxxxx’s rights hereunder or under the other Related Documents, even if the effect of the action is to deprive Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any other Person for any sums paid to LenderXxxxxx, whether contractual or arising by operation of law or otherwise. Pledgor expressly agrees that under no circumstances shall Pledgor be deemed to have any right, title, interest or claim in or to any Collateral to be held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of the Collateral. Regardless of whether Pledgor may have made any payments to Lender, until repayment in full of all of the Secured Obligations, Pledgor waives: (A) upon the occurrence and during the continuance of an Event of Default all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any other Person on account of the Collateral encumbered by this Pledge Agreement, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; (B) all rights to enforce any remedy that Lender may have against any Person granting collateral for the Secured Obligations; and (C) all rights to participate in any Collateral now or later to be held by Lender.

Waiver of Subrogation and Other Rights. (i) Upon the occurrence and during the continuance of any Event of DefaultDefault and subject to the terms hereof and of the other Loan Documents, in its sole discretion, without prior notice to or consent of Pledgor, Lender Agent may elect to: (A) foreclose against any collateral for the Secured Obligations, (B) accept a transfer of any such collateral for the Secured Obligations in lieu of foreclosure, (C) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Pledgor or any other Person, or (D) exercise any other remedy against Pledgor or any other Person or any collateral for the Secured Obligations. No such action by Lender Agent shall release or limit LenderAgent’s rights hereunder or under the other Related Loan Documents, even if the effect of the action is to deprive Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any other Person for any sums paid to LenderAgent, whether contractual or arising by operation of law or otherwise. Pledgor expressly agrees that under no circumstances shall Pledgor be deemed to have any right, title, interest or claim in or to any Collateral to be held by Lender Agent or any third party after any foreclosure or transfer in lieu of foreclosure of the Collateral. . (ii) Regardless of whether Pledgor may have made any payments to LenderAgent, until repayment in full of all of the Secured Obligations, Pledgor waives: (A) waives effective upon the occurrence and during the continuance of an Event of Default a Default: (A) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any other Person on account of the Collateral encumbered by this Pledge Agreement, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; (B) all rights to enforce any remedy that Lender Agent may have against any Person granting collateral for the Secured Obligations; and (C) all rights to participate in any Collateral now or later to be held by Lender.Agent

Waiver of Subrogation and Other Rights. (ia) Upon the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice to or consent of Pledgor, Lender Secured Party may elect to: to (Asubject to the terms of this Pledge Agreement): (i) foreclose against any collateral Collateral for the Secured Obligations, (Bii) accept a transfer of any such collateral Collateral for the Secured Obligations in lieu of foreclosure, (Ciii) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with HEP, Buyer, Pledgor or any other Person, or (Div) exercise any other remedy available under this Pledge Agreement, the Crude Supply Agreement, at law or in equity against HEP, Buyer, Pledgor or any other Person or any Collateral or any other collateral for the Secured Obligations. No such action by Lender shall release or limit Lender’s rights hereunder or under the other Related Documents, even if the effect of the action is to deprive Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any other Person for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Pledgor expressly agrees that under no circumstances shall Pledgor be deemed to have any right, title, interest or claim in or to any Collateral to be held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of the Collateral. . (b) Regardless of whether Pledgor Buyer may have made any payments to LenderSecured Party, until repayment in full the Discharge of Obligations shall have occurred, Pledgor waives, to the fullest extent permitted by law and, subject to Section 6.4(c) below, (all of the Secured Obligationsfollowing rights, Pledgor waives: collectively, “Pledgor’s Conditional Rights”): (Ai) upon the occurrence and during the continuance of an Event of Default all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any other Person on account of the Collateral encumbered by this Pledge AgreementBuyer, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; and (Bii) all rights to enforce any remedy that Lender Secured Party may have against HEP, Buyer, Pledgor or any other Person granting collateral for or security for, or guaranteeing, the Secured Obligations; and . (Cc) Subject to the prior payment in full in immediately available funds of all Secured Obligations to Secured Party, other than the Surviving Obligations (which shall be subject to the Preferential Payment Provisions), Pledgor shall retain its rights to participate seek contribution and reimbursement from, and rights of subrogation with respect to, any obligor with respect to the Secured Obligations to the extent the Secured Obligations hereunder render Buyer insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and Pledgor shall not enforce any such rights until the Discharge of Obligations shall have occurred. (d) If, notwithstanding the provisions of Section 6.4(b) above, any amount shall be paid to Pledgor on account of Pledgor’s Conditional Rights and either (i) such amount is paid to Pledgor at any time when the Secured Obligations (including, without limitation, any outstanding Surviving Obligations) shall not have been paid or performed in full, or (ii) regardless of when such amount is paid to Pledgor, any Collateral now payment made by HEP or later Pledgor or Buyer to Secured Party is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Secured Party or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (such payment, a “Preferential Payment”), then such amount paid to Pledgor shall be held in trust for the benefit of Secured Party and shall forthwith be paid to Secured Party to be credited and applied upon the Secured Obligations (and any outstanding Surviving Obligations), whether matured or unmatured, in such order as Secured Party shall determine. (e) To the extent that any of the provisions of Section 6.4(d) above shall not be enforceable, Pledgor agrees that until such time as Discharge of Obligations shall have occurred and the period of time has expired during which any payment made by LenderHEP, Buyer or Pledgor to Secured Party may be determined to be a Preferential Payment, Pledgor’s Conditional Rights to the extent not validly waived shall be subordinate to Secured Party’s right to full payment and performance of the Secured Obligations, and Pledgor shall not enforce Pledgor’s Conditional Rights during such period.

Waiver of Subrogation and Other Rights. (ia) Upon the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice to or consent of Pledgor, Lender Secured Party may elect to: to (Asubject to the terms of this Pledge Agreement): (i) foreclose against any collateral Collateral for the Secured Obligations, (Bii) accept a transfer of any such collateral Collateral for the Secured Obligations in lieu of foreclosure, (Ciii) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with HEP, Buyer, Pledgor or any other Person, or (Div) exercise any other remedy available under this Pledge Agreement, the Crude Supply Agreements, at law or in equity against HEP, Buyer, Pledgor or any other Person or any Collateral or any other collateral for the Secured Obligations. No such action by Lender shall release or limit Lender’s rights hereunder or under the other Related Documents, even if the effect of the action is to deprive Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any other Person for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Pledgor expressly agrees that under no circumstances shall Pledgor be deemed to have any right, title, interest or claim in or to any Collateral to be held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of the Collateral. . (b) Regardless of whether Pledgor Buyer may have made any payments to LenderSecured Party, until repayment in full the Discharge of Obligations shall have occurred, Pledgor waives, to the fullest extent permitted by law and, subject to Section 6.4(c) below, (all of the Secured Obligationsfollowing rights, Pledgor waives: collectively, “Pledgor’s Conditional Rights”): (Ai) upon the occurrence and during the continuance of an Event of Default all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any other Person on account of the Collateral encumbered by this Pledge AgreementBuyer, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; and (Bii) all rights to enforce any remedy that Lender Secured Party may have against HEP, Buyer, Pledgor or any other Person granting collateral for or security for, or guaranteeing, the Secured Obligations; and . (Cc) Subject to the prior payment in full in immediately available funds of all Secured Obligations to Secured Party, other than the Surviving Obligations (which shall be subject to the Preferential Payment Provisions), Pledgor shall retain its rights to participate seek contribution and reimbursement from, and rights of subrogation with respect to, any obligor with respect to the Secured Obligations to the extent the Secured Obligations hereunder render Buyer insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and Pledgor shall not enforce any such rights until the Discharge of Obligations shall have occurred. (d) If, notwithstanding the provisions of Section 6.4(b) above, any amount shall be paid to Pledgor on account of Pledgor’s Conditional Rights and either (i) such amount is paid to Pledgor at any time when the Secured Obligations (including, without limitation, any outstanding Surviving Obligations) shall not have been paid or performed in full, or (ii) regardless of when such amount is paid to Pledgor, any Collateral now payment made by HEP or later Pledgor or Buyer to Secured Party is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Secured Party or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (such payment, a “Preferential Payment”), then such amount paid to Pledgor shall be held in trust for the benefit of Secured Party and shall forthwith be paid to Secured Party to be credited and applied upon the Secured Obligations (and any outstanding Surviving Obligations), whether matured or unmatured, in such order as Secured Party shall determine. (e) To the extent that any of the provisions of Section 6.4(d) above shall not be enforceable, Pledgor agrees that until such time as Discharge of Obligations shall have occurred and the period of time has expired during which any payment made by LenderHEP, Buyer or Pledgor to Secured Party may be determined to be a Preferential Payment, Pledgor’s Conditional Rights to the extent not validly waived shall be subordinate to Secured Party’s right to full payment and performance of the Secured Obligations, and Pledgor shall not enforce Pledgor’s Conditional Rights during such period.