Common use of Subordination of Subrogation, Etc Clause in Contracts

Subordination of Subrogation, Etc. Each Borrower hereby irrevocably and unconditionally agrees that in the event that, notwithstanding Section 4.4 hereof, to the extent its agreement and waiver set forth in Section 4.4 is found by a court of competent jurisdiction to be void or voidable for any reason and such Borrower has any subrogation or other rights against any other Borrower by virtue of this Article IV, any such claims, direct or indirect, that such Borrower may have by subrogation rights or other form of reimbursement, contribution or indemnity, against any other Borrower or to any security or any such Borrower pursuant to this Article IV, shall be and such rights, claims and indebtedness are hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations. Until payment and performance in full with interest (including post-petition interest in any case under the Bankruptcy Code) of the Obligations, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of any such subrogation rights arising by virtue of payments made pursuant to this Article IV, and hereby assigns such rights or indebtedness to ▇▇▇▇▇▇ Mae, including the right to file proofs of claim and to vote thereon in connection with any case under the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of any such subrogation rights shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of ▇▇▇▇▇▇ ▇▇▇, and any amount so collected should be turned over to ▇▇▇▇▇▇ Mae for application to the Obligations.

Subordination of Subrogation, Etc. Each Borrower hereby irrevocably and unconditionally agrees that in the event that, notwithstanding Section 4.4 hereof, Notwithstanding anything to the extent its agreement contrary in this Agreement or in any other Loan Document, and waiver except as set forth in Section 4.4 is found by a court 11.11, each Borrower hereby: (a) expressly and irrevocably subordinates to Lender, to the fullest extent possible at all times prior to the expiration or termination of competent jurisdiction this Agreement, on behalf of itself and its successors and assigns (including any surety) any and all rights at law or in equity to be void subrogation, reimbursement, exoneration, contribution, indemnification, set off or voidable for any reason and such Borrower has any subrogation or other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any other Borrower by virtue of this Article IVperson, any such claims, direct or indirect, that and which such Borrower may have by subrogation rights or other form of reimbursement, contribution or indemnity, hereafter acquire against any other Borrower or to any security person in connection with or as a result of such Borrower’s performance of Section 11, or any other documents to which such Borrower pursuant is a party or otherwise and agrees not to this Article IV, shall be exercise any of such rights until the Obligations have been Paid in Full; (b) expressly and irrevocably subordinates to Lender any “claim” (as such rights, claims and indebtedness are hereby deferred, postponed and fully subordinated term is defined in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations. Until payment and performance in full with interest (including post-petition interest in any case under the United States Bankruptcy Code) of the Obligations, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of against any other Borrower in respect of Borrower, and further agrees that it shall not have or assert any such subrogation rights arising against any person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by virtue Lender or any other person until the Obligations are fully and finally paid. (c) acknowledges and agrees (i) that this subordination is intended to benefit Lender and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of payments made pursuant to this Article IV, Section 11 and hereby (ii) that Lender and its respective successors and assigns such rights or indebtedness to ▇▇▇▇▇▇ Mae, including the right to file proofs of claim and to vote thereon in connection with any case under the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of any such subrogation rights shall be received by any Borrower in violation are intended third party beneficiaries of the foregoing, such payment shall be held waivers and agreements set forth in trust for the benefit of ▇▇▇▇▇▇ ▇▇▇, and any amount so collected should be turned over to ▇▇▇▇▇▇ Mae for application to the Obligationsthis Section 11.7.

Subordination of Subrogation, Etc. Each Borrower hereby irrevocably and unconditionally agrees that in the event that, notwithstanding Section 4.4 hereof, (a) Notwithstanding anything to the extent its agreement contrary in this Agreement or in any other Loan Document, and waiver except as set forth in Section 4.4 SECTION 12.7, each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor until the Obligations are indefeasibly paid in full in cash. Each Borrower acknowledges and agrees that this subordination is found by a court intended to benefit Agents and Lenders and shall not limit or otherwise affect such Borrower's liability hereunder or the enforceability of competent jurisdiction to be void this SECTION 12, and that Agents, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this SECTION 12.4. (b) As an independent covenant, each Borrower hereby further expressly covenants and agrees for the benefit of Administrative Agent, Revolver Agent and Lenders that all present or voidable for any reason future indebtedness, obligations and liabilities of each such Borrower has any subrogation or other rights against to any other Borrower by virtue of this Article IVwhatsoever description (collectively, any such claims, direct or indirect, that such Borrower may have by subrogation rights or other form of reimbursement, contribution or indemnity, against any other Borrower or to any security or any such Borrower pursuant to this Article IV, the "JUNIOR CLAIMS") shall be subordinate and such rights, claims and indebtedness are hereby deferred, postponed and fully subordinated junior in time and right of payment to all Obligations of Borrowers to Administrative Agent, Revolver Agent and Lenders (collectively, the prior payment"SENIOR CLAIMS"). If an Event of Default shall occur, performance then, unless and satisfaction until such Event of Default shall have been cured or shall have ceased to exist, no direct or indirect payment (in cash, property, securities by set-off or otherwise) shall be made by any Borrower to any other Borrower on account of or in any manner in respect of any Junior Claim except such payments and distributions the proceeds of which shall be applied to the Senior Claims. In the event of a Proceeding (as hereinafter defined), all Senior Claims shall first be paid in full before any direct or indirect payment or distribution (in cash, property, securities by set-off or otherwise) shall be made to any Borrower on account of or in any manner in respect of any Junior Claim except such payments and distributions the proceeds of which shall be applied to the Senior Claims. For the purposes of the Obligations. Until payment and performance previous sentence, a "PROCEEDING" shall occur if any Borrower shall make an assignment for the benefit of creditors, file a petition in full with interest bankruptcy, have entered against or in favor of it an order for relief under the Bankruptcy Code or similar law of any other jurisdiction, generally fail to pay its debts as they come due (including post-petition interest either as to number or amount), admit in writing its inability to pay its debts generally as they mature, make a voluntary assignment for the benefit of creditors, commence any proceeding relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or by any act, indicate its consent to, approval of or acquiescence in any case under such proceeding or in the appointment of any receiver of, or trustee or custodian (as defined in the Bankruptcy Code) for itself, or any substantial part of its property, or a trustee or a receiver shall be appointed for any Borrower or for a substantial part of the Obligations, each Borrower agrees not to accept any payment or satisfaction property of any kind Borrower and such appointment remains in effect for more than thirty (30) days or any Borrower shall indicate its consent thereto, approval therefor or acquiescence therein, or a petition under any bankruptcy, reorganization, arrangement, readjustment of indebtedness debt, dissolution or liquidation law or statute of any other jurisdiction (whether now or hereafter in effect) shall be filed against any Borrower and such petition shall not be dismissed within thirty (30) days after such filing, an order for relief shall be entered in respect of such proceeding, or any such subrogation rights arising by virtue of payments made pursuant to this Article IVBorrower shall indicate its consent thereto, and hereby assigns such rights approval therefor or indebtedness to ▇▇▇▇▇▇ Mae, including the right to file proofs of claim and to vote thereon in connection with any case under the Bankruptcy Code, including the right to vote on any plan of reorganizationacquiescence therein. In the event that any direct or indirect payment on account of any such subrogation rights shall be received by or distribution is made to any Borrower in violation contravention of the foregoingthis Section, such payment or distribution shall be held deemed received in trust for the benefit of ▇▇▇▇▇▇ ▇▇▇Administrative Agent, Revolver Agent and any amount so collected should Lenders and shall be turned immediately paid over to ▇▇▇▇▇▇ Mae Administrative Agent for application to against the Obligations. Each Borrower agrees to execute such additional documents as Administrative Agent may reasonably request to evidence the subordination provided for in this SECTION 12.4.

Subordination of Subrogation, Etc. Each Borrower hereby irrevocably and unconditionally agrees that in the event that, notwithstanding Section 4.4 hereof, Notwithstanding anything to the extent its agreement contrary in this Agreement or in any other Loan Document, and waiver except as set forth in Section 4.4 is found by a court 11.11, each Borrower hereby: (a) expressly and irrevocably subordinates, to the fullest extent possible at all times prior to the expiration or termination of competent jurisdiction this Agreement, on behalf of itself and its successors and assigns (including any surety) and any other person, any and all rights at law or in equity to be void subrogation, reimbursement, exoneration, contribution, indemnification, set off or voidable for any reason and such Borrower has any subrogation or other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any other Borrower by virtue of this Article IVperson, any such claims, direct or indirect, that and which such Borrower may have by subrogation rights or other form of reimbursement, contribution or indemnity, hereafter acquire against any other Borrower or to any security person in connection with or as a result of such Borrower's performance of this Section 11, or any other documents to which such Borrower pursuant to this Article IV, shall be is a party or otherwise; (b) expressly and irrevocably subordinates any "claim" (as such rights, claims and indebtedness are hereby deferred, postponed and fully subordinated term is defined in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations. Until payment and performance in full with interest (including post-petition interest in any case under the United States Bankruptcy Code) of the Obligations, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of against any other Borrower in respect of Borrower, and further agrees that it shall not have or assert any such subrogation rights arising against any person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by virtue Lender or any other person until the Obligations are fully and finally paid. (c) acknowledges and agrees (i) that this subordination is intended to benefit Lender and shall not limit or otherwise affect such Borrower's liability hereunder or the enforceability of payments made pursuant to this Article IVSection 11, and hereby (ii) that Lender and its respective successors and assigns such rights or indebtedness to ▇▇▇▇▇▇ Mae, including the right to file proofs of claim and to vote thereon in connection with any case under the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of any such subrogation rights shall be received by any Borrower in violation are intended third party beneficiaries of the foregoing, such payment shall be held waivers and agreements set forth in trust for the benefit of ▇▇▇▇▇▇ ▇▇▇, and any amount so collected should be turned over to ▇▇▇▇▇▇ Mae for application to the Obligationsthis Section 11.7.

Subordination of Subrogation, Etc. Each Borrower hereby irrevocably and unconditionally agrees that in the event that, notwithstanding Section 4.4 13.04 hereof, to the extent its agreement and waiver set forth in Section 4.4 13.04 is found by a court of competent jurisdiction to be void or voidable for any reason and such Borrower has any subrogation or other rights against any other Borrower by virtue of this Article IVXIII, any such claims, direct or indirect, that such Borrower may have by subrogation rights or other form of reimbursement, contribution or indemnity, against any other Borrower or to any security or any such Borrower pursuant to this Article IVXIII, shall be and such rights, claims and indebtedness are hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations. Until payment and performance in full with interest (including post-petition interest in any case under the Bankruptcy Code) of the Obligations, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of any such subrogation rights arising by virtue of payments made pursuant to this Article IVXIII, and hereby assigns such rights or indebtedness to ▇▇▇▇▇▇ MaeLender, including the right to file proofs of claim and to vote thereon in connection with any case under the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of any such subrogation rights shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of ▇▇▇▇▇▇ ▇▇▇Lender, and any amount so collected should be turned over to ▇▇▇▇▇▇ Mae Lender for application to the Obligations.