Common use of Waiver of Subrogation; Subordination Clause in Contracts

Waiver of Subrogation; Subordination. Each Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower 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 Bank against the Borrower, all rights of indemnity, contribution or reimbursement against the Borrower, all rights to enforce any remedies of the Bank against the Borrower, and any benefit of, and any right to participate in, any Collateral or other security 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 Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any of its Subsidiaries or other Affiliates to such 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 Total Obligations. Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any 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 Bank, and shall forthwith be delivered to the 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 Reimbursement Agreement and without in any way discharging, limiting or otherwise affecting the liability of such 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 Bank shall be entitled, at its option, as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue for, collect and receive evexx payment and distribution on any indebtedness of the Borrower or such Subsidiary or Affiliate to any Guarantor in any such proceeding, each Guarantor hereby assigning to the 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 Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower 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 fullest extent possible against any of the Bank against the Borrowerprimary obligors and their assets (i) any right of subrogation, all rights of indemnity, contribution or reimbursement against the Borrowerreimbursement, all rights right to enforce any remedies of the Bank remedy which Lender now has or may hereafter have against the Borrower, and any endorser or any guarantor of all or any part of any benefit of, and any right to participate in, any Collateral security or other security held by the Bank collateral given to Lender to secure the payment or performance of all or any part of the Guaranteed Obligations or any other 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 and Lender intend the preceding waivers to be for the benefit of Borrower and their permitted successors and assigns as an absolute defense against Borrower or their assets that arises out of Guarantor having made any payment to Lender with respect to the Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each The Guarantor agrees that any and all indebtedness and claims of Guarantor against Borrower, any endorser or any other obligations, whether now guarantor of all or hereafter existing, any part of the Borrower Obligations, or against any of its Subsidiaries or other Affiliates to such 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 Total prior payment, in full, of the Obligations. Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any 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 Bankdishonor, and shall forthwith be delivered to the Bank 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 Reimbursement Agreement and without in any way discharging, limiting or otherwise affecting the liability of such 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 other Affiliate 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 Bank foregoing, Guarantor shall be entitledcollect, at its option, as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in enforce or receive any plan of reorganization, and to demand, sue for, collect and receive evexx payment and distribution on any indebtedness of the Borrower or such Subsidiary or Affiliate to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Bank 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 Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower 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 Bank Guaranteed Parties against the Borrower, all rights of indemnity, contribution or reimbursement against the BorrowerBorrower (including rights of contribution as set forth in SECTION 1(c)), all rights to enforce any remedies of the Bank any Guaranteed Party against the Borrower, and any benefit of, and any right to participate in, any Collateral or other security held by the Bank 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 Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of its Subsidiaries or other Affiliates the Borrower to such any 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 Total Obligations. Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any 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 BankGuaranteed Parties, and shall forthwith be delivered to the Bank 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 Reimbursement Agreement applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such 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 Bank Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-in- fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue forxxx, collect and receive evexx every payment and distribution on any indebtedness of the Borrower or such Subsidiary or Affiliate to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Bank 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 Guarantor hereby knowingly, voluntarily and expressly waives all claims and rights that it may have against the Borrower 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 Bank Guaranteed Parties against the Borrower, all rights of indemnity, contribution or reimbursement against the BorrowerBorrower (including rights of contribution as set forth in Section 1(c)), all rights to enforce any remedies of the Bank against the Borrower, and any benefit of, and any right to participate in, any Collateral or other security held by the Bank 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 Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Affiliate of its Subsidiaries or other Affiliates the Borrower to such any 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 Total Obligations. Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any 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 BankGuaranteed Parties, and shall forthwith be delivered to the Bank 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 Reimbursement Agreement applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such 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 Bank Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue xxx for, collect and receive evexx every payment and distribution on any indebtedness of the Borrower or such Subsidiary or Affiliate to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Bank 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 Guarantor hereby knowingly, ------------------------------------ voluntarily and expressly waives all claims and rights that it may have against the Borrower or any other 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 Bank Guaranteed Parties against the BorrowerBorrower or any other Guarantor, all rights of indemnity, contribution or reimbursement against the BorrowerBorrower or any other Guarantor (including rights of contribution as set forth in SECTION 1(C)), all rights to enforce any remedies of the Bank any Guaranteed Party against the BorrowerBorrower or any other Guarantor, and any benefit of, and any right to participate in, any Collateral or other security held by the Bank 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 Guarantor agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of its Subsidiaries or other Affiliates the Borrower to such 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 Total Obligations. Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any 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 BankGuaranteed Parties, and shall forthwith be delivered to the Bank 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 Reimbursement Agreement applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such 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 Bank Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue xxx for, collect and receive evexx every payment and distribution on any indebtedness of the Borrower or such Subsidiary or Affiliate to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Bank 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 Bank Guaranteed Party against the BorrowerBorrower or any other Subsidiary Guarantor, all rights of indemnity, contribution or reimbursement against the BorrowerBorrower 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 Bank Guaranteed Party against the Borrower, and Borrower or any benefit of, and any right to participate in, any Collateral or other security held by the Bank to secure payment of the Guaranteed ObligationsSubsidiary 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 its Subsidiaries or other Affiliates the Borrower 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 Total 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 BankGuaranteed Party, and shall forthwith be delivered to the Bank 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 Reimbursement Agreement 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 or other Affiliate of the Borrower becomes a "“debtor" ” within the meaning of the Bankruptcy Code, the Bank 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, sue xxx for, collect and receive evexx every 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 Bank Guaranteed Party all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.