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

Waivers of Subrogation and Other Rights. During the existence of an Event of Default by Borrowers, Administrative Agent or any Lender, without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrowers or Guarantors, or (iv) exercise any other remedy against Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of Guarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. Regardless of whether any Guarantor may have made any payments to Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against Borrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrowers' indebtedness is secured by real property. This means, among other things, that Administrative Agent and the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrowers.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowersCompany, Administrative Agent or any Lender, without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrowers Company or GuarantorsGuarantor, or (iv) exercise any other remedy against Borrowers Company or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorsGuarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantors Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrowers Company for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether any Guarantor may have made any payments to Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrowers Company for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowersCompany, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. Each (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrowers Company by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrowers' Company's indebtedness is secured by real property. This means, among other things, that Administrative Agent and the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrowers.:

Waivers of Subrogation and Other Rights. During the existence of an (i) Upon any Event of Default by BorrowersDefault, Administrative Agent or any Lenderin its sole discretion, without prior notice to or consent of Trustor, Beneficiary or any Guarantor, Bank may elect to: (iA) foreclose either judicially or nonjudicially against any real or personal property security it may hold Collateral for the IndebtednessSecured Obligations, (iiB) accept a transfer of any such security Collateral for the Secured Obligations in lieu of foreclosure, (iiiC) subject to the Credit Agreement, compromise or adjust the Indebtedness Secured Obligations or any part of it thereof or make any other accommodation with Borrowers Company or Guarantorsany Person, or (ivD) exercise any other remedy against Borrowers Company or any securityCollateral for the Secured Obligations. No such action by Administrative Agent Beneficiary or any Lender Bank shall release or limit Beneficiary's or the liability of Guarantors, who shall remain liable Banks' rights hereunder or under this Guaranty after the actionother Loan Documents, even if the effect of the action is to deprive Guarantors Trustor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrowers Company or any other Person for any sums paid to Administrative Agent Beneficiary or any Lendersuch Bank, whether contractual or arising by operation of law or otherwise. Each Guarantor Trustor understands and acknowledges that if Beneficiary forecloses judicially or nonjudicially against any real property security for the Secured Obligations other than the Mortgaged Property (herein, "Other Mortgagor Property"), such foreclosure could impair or destroy any right or ability that Trustor may have to seek reimbursement, contribution or indemnification from the Company or others based on any right Trustor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Trustor under this Deed of Trust. Trustor further understands and acknowledges that such potential impairment or destruction of Trustor's rights, if any, may entitle Trustor to assert a defense to this Deed of Trust. By executing this Deed of Trust, Trustor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Trustor will be liable under this Deed of Trust even though Beneficiary may foreclose judicially or nonjudicially against any Other Mortgagor Property; (ii) agrees that Trustor will not assert that defense in any action or proceeding which Beneficiary or any Bank may commence to enforce this Deed of Trust; and (iii) acknowledges and agrees that Beneficiary and each Bank is relying on this waiver in providing the Facility and that this waiver is a material part of the consideration which Beneficiary and each Bank is receiving therefor. Trustor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender Beneficiary or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. Regardless of whether any Guarantor may have made any payments to Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against Borrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrowers' indebtedness is secured by real property. This means, among other things, that Administrative Agent and the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowersSecured Obligations.