Common use of Rights to Contribution Subordinated Clause in Contracts

Rights to Contribution Subordinated. Each Borrower agrees that all of its rights to receive contribution under this Section 12.27 (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender shall be subordinated in right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers in respect of the Debt (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c) at any time, such amount shall be held in trust, segregated from the other assets of such Borrower, for the benefit of the Lender and shall promptly be paid to the Lender. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations under this Agreement, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 4 contracts

Samples: Loan Agreement (Strategic Hotel Capital Inc), Second Mezzanine Loan Agreement (Strategic Hotel Capital Inc), First Mezzanine Loan Agreement (Strategic Hotel Capital Inc)

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Rights to Contribution Subordinated. Each Borrower agrees that all of its rights to receive contribution under this Section 12.27 10.24 (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender shall be subordinated in right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers in respect of the Debt (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c10.24(c) at any time, such amount shall be held in trust, segregated from the other assets of such Borrower, for the benefit of the Lender and shall promptly be paid to the Lender. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations Debt under this Agreement, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 3 contracts

Samples: Loan Agreement (Horizon Group Properties Inc), Loan Agreement (Prime Retail Lp), Loan Agreement (Prime Retail Lp)

Rights to Contribution Subordinated. Each Borrower agrees that all of its rights to receive contribution contributions under this Section 12.27 Article XIII (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender Administrative Agent or Lenders shall be subordinated in right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers in respect of the Debt Obligations (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c) Article XIII at any time, such amount shall be held in trust, segregated from the other assets of such Borrower, for the benefit of the Lender Administrative Agent and Lenders and shall promptly be paid to the LenderAdministrative Agent. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations Obligations under this Agreement, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 3 contracts

Samples: Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc)

Rights to Contribution Subordinated. Each Borrower Issuer agrees that all of its rights to receive contribution under this Section 12.27 (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender Note Trustee and the Noteholders shall be subordinated in right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers Issuers in respect of the Debt (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower an Issuer on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c) at any time, such amount shall be held in trust, segregated from the other assets of such BorrowerIssuer, for the benefit of the Lender Note Trustee and shall promptly be paid to the LenderNote Trustee. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations under this AgreementIndenture, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 1 contract

Samples: Indenture (Strategic Hotel Capital Inc)

Rights to Contribution Subordinated. Each Borrower Obligor agrees that all of its rights to receive contribution under this Section 12.27 11.21 (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender Lenders shall be subordinated in right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers Obligor in respect of the Debt (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower Obligor on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c11.21(b) at any time, such amount shall be held in trust, segregated from the other assets of such BorrowerObligor, for the benefit of the Lender Lenders and shall promptly be paid to the LenderAgent. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations under this Agreement, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 1 contract

Samples: Loan Agreement (Strategic Hotels & Resorts, Inc)

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Rights to Contribution Subordinated. Each Borrower agrees that all of its rights to receive contribution contributions under this Section 12.27 7 (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender shall be subordinated in right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers in respect of the Debt Secured Obligations (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c) 7.3 at any time, such amount shall be held in trust, segregated from the other assets of such Borrower, for the benefit of the Lender and shall promptly be paid to the Lender. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations Secured Obligations under this AgreementNote, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 1 contract

Samples: Manufactured Home Communities Inc

Rights to Contribution Subordinated. Each Borrower agrees that all of its rights to receive contribution under this Section 12.27 4.12 (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender shall be subordinated in right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers in respect of the Debt Obligations (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c4.12(d) at any time, such amount shall be held in trust, segregated from the other assets of such Borrower, for the benefit of the Lender and shall promptly be paid to the Lender. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations Obligations under this Agreement, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third third-party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 1 contract

Samples: Loan Agreement (Candlewood Hotel Co Inc)

Rights to Contribution Subordinated. Each Borrower agrees that all of its rights to receive contribution under this Section 12.27 ARTICLE 14 (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to be subrogated to any of the rights of Lender the Lenders shall be subordinated in right of payment payments (in liquidation or otherwise) to the prior payment in full in cash of all of the obligations of the Borrowers in respect of the Debt Loans (whether for principal, interest, premium or otherwise). If any amount shall at any time be paid to a Borrower on account of such rights of contribution or subrogation, or in contravention of the provisions of this Section 12.27(c) SECTION 14.03 at any time, such amount shall be held in trust, segregated from the other assets of such Borrower, for the benefit of the Lender Lenders and shall promptly be paid to the LenderLenders. The foregoing shall constitute a continuing offer to, and agreement with, all persons that from time to time may become holders of, or continue to hold, obligations under this the Agreement, and the provisions of the foregoing sentence are made for the benefit of such holders and such holders, as third party beneficiaries hereunder, are entitled to enforce such provisions.

Appears in 1 contract

Samples: Loan Agreement (Burnham Pacific Properties Inc)

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