Common use of Waivers; Subrogation; Subordination Clause in Contracts

Waivers; Subrogation; Subordination. (a) Each Pledgor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations and this Pledge Agreement and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) Each Pledgor hereby unconditionally and irrevocably waives any right to revoke this Pledge Agreement and acknowledges that this Pledge Agreement is continuing in nature and applies to all Secured Obligations, whether existing now or in the future. (c) Each Pledgor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Pledgor or other rights of such Pledgor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Secured Obligations of such Pledgor hereunder. (d) Each Pledgor acknowledges that the Collateral Agent may, without notice to or demand upon such Pledgor and without affecting the liability of such Pledgor under this Pledge Agreement, foreclose under any mortgage by nonjudicial sale, and each Pledgor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Pledgor or any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Pledgor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Pledgor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Pledgor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth in Article XVI and this Section 17.09 are knowingly made in contemplation of such benefits. (g) Each Pledgor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Pledgor’s liabilities or obligations under or in respect of this Pledge Agreement or any other Credit Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from the Borrower, any other Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents shall have been indefeasibly paid in full in cash, all Letters of Credit and all Lender Rate Contracts shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Pledgor in violation of the immediately preceding sentence at any time prior to the latest of (a) the indefeasible payment in full in cash of the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents, (b) the applicable Termination Date and (c) the latest date of expiration or termination of all Commitments, Letters of Credit and all Lender Rate Contracts, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Pledgor and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents, whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held as Collateral for any Secured Obligations or other amounts payable under this Pledge Agreement or the other Credit Documents thereafter arising. If (i) any Pledgor shall make payment to any Secured Party of all or any part of the Secured Obligations, (ii) all of the Secured Obligations and all other amounts payable under this Pledge Agreement and the other Credit Documents shall have been indefeasibly paid in full in cash, (iii) the applicable Termination Date shall have occurred and (iv) all Commitments, Letters of Credit and all Lender Rate Contracts shall have expired or been terminated, the Secured Parties will, at such Pledgor’s request and expense, execute and deliver to such Pledgor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Pledgor of an interest in the Secured Obligations resulting from such payment made by such Pledgor pursuant to this Pledge Agreement. (h) Each Pledgor hereby subordinates any and all debts, liabilities and other obligations owed to such Pledgor by each other Loan Party (the “Subordinated Obligations”) to the Secured Obligations to the extent and in the manner hereinafter set forth in this Section 17.09(h):