Common use of Waiver of Subrogation; Subordination Clause in Contracts

Waiver of Subrogation; Subordination. Each Subsidiary Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower or any other Subsidiary Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including all rights of subrogation to the rights of the Guaranteed Party against the Borrower or any other Subsidiary Guarantor, all rights of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in Section 1(c)), and all rights to enforce any remedies of the Guaranteed Party against the Borrower or any other Subsidiary Guarantor, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Subsidiary Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Obligations. Each Subsidiary Guarantor further agrees that if any amount shall be paid to or any distribution received by any Subsidiary Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed Party, and shall forthwith be delivered to the Guaranteed Party in the form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Guaranteed Party shall be entitled, at its option, and as attorney-in-fact for each Subsidiary Guarantor, and is hereby authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the rights of each such Subsidiary Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Subsidiary Guarantor in any such proceeding, each Subsidiary Guarantor hereby assigning to the Guaranteed Party all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

Waiver of Subrogation; Subordination. Each Subsidiary Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower or any other Subsidiary Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including all rights of subrogation to the rights of any of the Guaranteed Party Parties against the Borrower or any other Subsidiary GuarantorBorrower, all rights of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in Section 1(c)), and all rights to enforce any remedies of any Guaranteed Party to secure payment of the Guaranteed Party against the Borrower or any other Subsidiary GuarantorObligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary Affiliate of the Borrower to such Subsidiary any Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Total Obligations. Each Subsidiary Guarantor further agrees that if any amount shall be paid to or any distribution received by any Subsidiary Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, and shall forthwith be delivered to the Guaranteed Party Agent in the form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “"debtor” " within the meaning of the Bankruptcy Code, the Guaranteed Party Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Subsidiary Guarantor, and is hereby authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the rights of each such Subsidiary Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Subsidiary Guarantor in any such proceeding, each Subsidiary Guarantor hereby assigning to the Guaranteed Party Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

Waiver of Subrogation; Subordination. Each Subsidiary Guarantor hereby knowingly, ------------------------------------ voluntarily and expressly waives all claims and rights that it may have against the Borrower or any other Subsidiary Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including all rights of subrogation to the rights of any of the Guaranteed Party Parties against the Borrower or any other Subsidiary Guarantor, all rights of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in Section 1(cSECTION 1(C)), and all rights to enforce any remedies of the any Guaranteed Party against the Borrower or any other Subsidiary Guarantor, and any benefit of, and any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Subsidiary Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Total Obligations. Each Subsidiary Guarantor further agrees that if any amount shall be paid to or any distribution received by any Subsidiary Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, and shall forthwith be delivered to the Guaranteed Party Agent in the form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “"debtor” " within the meaning of the Bankruptcy Code, the Guaranteed Party Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Subsidiary Guarantor, and is hereby authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the rights of each such Subsidiary Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Subsidiary Guarantor in any such proceeding, each Subsidiary Guarantor hereby assigning to the Guaranteed Party Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

Waiver of Subrogation; Subordination. Each Subsidiary Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower or any other Subsidiary Guarantor at any time following the occurrence and during the continuation of an Event of Default as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including all rights of subrogation to the rights of any of the Guaranteed Party Parties against the Borrower or any other Subsidiary GuarantorBorrower, all rights of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in Section SECTION 1(c)), and all rights to enforce any remedies of the any Guaranteed Party against the Borrower Borrower, and any benefit of, and any right to participate in, any Collateral or other security held by any other Subsidiary GuarantorGuaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Subsidiary any Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Total Obligations. Each Subsidiary Guarantor further agrees that if any amount shall be paid to or any distribution received by any Subsidiary Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, and shall forthwith be delivered to the Guaranteed Party Agent in the form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the 140 terms of the applicable Loan Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “"debtor” " within the meaning of the Bankruptcy Code, the Guaranteed Party Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-in- fact for each Subsidiary Guarantor, and is hereby authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the rights of each such Subsidiary Guarantor in any plan of reorganization, and to demand, xxx forsue xxx, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Subsidiary Guarantor in any such proceeding, each Subsidiary Guarantor hereby assigning to the Guaranteed Party Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

Waiver of Subrogation; Subordination. Each Subsidiary Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower or any other Subsidiary Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including all rights of subrogation to the rights of any of the Guaranteed Party Bank against the Borrower or any other Subsidiary GuarantorBorrower, all rights of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in Section 1(c))Borrower, and all rights to enforce any remedies of the Guaranteed Party Bank against the Borrower Borrower, and any benefit of, and any right to participate in, any Collateral or any other Subsidiary Guarantorsecurity held by the Bank to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any of its Subsidiaries or other Subsidiary of the Borrower Affiliates to such Subsidiary Guarantor, including, including without limitation, limitation any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Total Obligations. Each Subsidiary Guarantor further agrees that if any amount shall be paid to or any distribution received by any Subsidiary Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyBank, and shall forthwith be delivered to the Guaranteed Party Bank in the form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Documents Reimbursement Agreement and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary or other Affiliate of the Borrower becomes a “"debtor” " within the meaning of the Bankruptcy Code, the Guaranteed Party Bank shall be entitled, at its option, and as attorney-in-fact for each Subsidiary Guarantor, and is hereby authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the rights of each such Subsidiary Guarantor in any plan of reorganization, and to demand, xxx sue for, collect and receive every evexx payment and distribution on any indebtedness of the Borrower or such Subsidiary or Affiliate to any Subsidiary Guarantor in any such proceeding, each Subsidiary Guarantor hereby assigning to the Guaranteed Party Bank all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

Waiver of Subrogation; Subordination. Each Subsidiary Guarantor hereby knowinglywaives to the fullest extent possible against any of the primary obligors and their assets (i) any right of subrogation, voluntarily and expressly waives all claims and rights that it indemnity, reimbursement, right to enforce any remedy which Lender now has or may hereafter have against Borrower, any endorser or any guarantor of all or any part of any benefit of, and any right to participate in, any security or collateral given to Lender to secure the Borrower payment or performance of all or any part of the Obligations or any other Subsidiary liability of to Lender until all amounts owing to Lender by Borrower on account of the Obligations are indefeasibly paid in full and Lender’s obligation to extend credit pursuant to the Loan Documents has been irrevocably terminated. Guarantor at any time and Lender intend the preceding waivers to be for the benefit of Borrower and their permitted successors and assigns as a result an absolute defense against Borrower or their assets that arises out of Guarantor having made any payment made under or in connection to Lender with this Guaranty or the performance or enforcement hereof, including all rights of subrogation respect to the rights Obligations. The Guarantor agrees that any and all claims of the Guaranteed Party Guarantor against the Borrower Borrower, any endorser or any other Subsidiary Guarantor, guarantor of all rights of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in Section 1(c)), and all rights to enforce any remedies part of the Guaranteed Party Obligations, or against the Borrower or any other Subsidiary Guarantor, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Subsidiary Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereontheir respective properties, shall be, be subordinate and hereby are, subordinated and made junior subject in right of payment to the Guaranteed prior payment, in full, of the Obligations. Each Subsidiary Guarantor further agrees that if any amount shall be paid to or any distribution received by any Subsidiary Guarantor (i) on account Guarantor, in its capacity as a guarantor, also waives all setoffs and counterclaims and all presentments, demands for performance, notices of any such indebtedness at any time after the occurrence and during the continuance nonperformance, protests, notices of an Event protest, notices of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed Partydishonor, and shall forthwith be delivered to the Guaranteed Party in the form received (with any necessary endorsements in the case notices of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision acceptance of this Guaranty. AdditionallyGuarantor, in its capacity as a guarantor, further waives all notices of the event the existence, creation or incurring of new or additional indebtedness, arising either from additional loans extended to Borrower or otherwise, and also waives all notices that the principal amount, or any Subsidiary portion thereof, and/or any interest or documents evidencing all or any part of the Borrower becomes a “debtor” within Obligations is due and notice of any and all proceedings to collect from the meaning maker, any endorser or any other guarantor of all or any part of the Bankruptcy CodeObligations, or from any other Person. If, notwithstanding the Guaranteed Party foregoing, Guarantor shall be entitledcollect, at its option, and as attorney-in-fact for each Subsidiary Guarantor, and is hereby authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the rights of each such Subsidiary Guarantor in enforce or receive any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Subsidiary Guarantor in any such proceeding, each Subsidiary Guarantor hereby assigning to the Guaranteed Party all of its rights amounts in respect of such indebtedness, such amount shall be collected, enforced and received by Guarantor as trustee for Lender and be paid over to Lender on account of the Obligations without affecting in any such claim, including manner the right to receive payments and distributions in respect thereofliability of Guarantor under the other provisions of this Guaranty.

Waiver of Subrogation; Subordination. Each Subsidiary Guarantor hereby knowingly, voluntarily and expressly waives (to the fullest extent permitted by applicable law), until satisfaction of the Termination Requirements all claims and rights that it may have against the Borrower or any other Subsidiary Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including all rights of subrogation to the rights of any of the Guaranteed Party Parties against the Borrower or any other Subsidiary GuarantorBorrower, all rights of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in Section 1(cSECTION 1(C)), and all rights to enforce any remedies of the any Guaranteed Party against the Borrower Borrower, and any benefit of, and any right to participate in, any Collateral or other security held by any other Subsidiary GuarantorGuaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Subsidiary Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Total Obligations. Each Subsidiary Guarantor further agrees that if any amount shall be paid to or any distribution received by any Subsidiary Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, and shall forthwith be delivered to the Guaranteed Party Agent in the form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “"debtor” " within the meaning of the Bankruptcy Code, the Guaranteed Party Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Subsidiary Guarantor, and is hereby authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the rights of each such Subsidiary Guarantor in any plan of reorganization, and to demand, xxx forsue xxx, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Subsidiary Guarantor in any such proceeding, each Subsidiary Guarantor hereby assigning to the Guaranteed Party Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.