Subordination and Subrogation. (a) The Guarantor hereby agrees that all present and future Indebtedness of the Borrowers to the Guarantor shall be subordinate and junior in right of payment and priority to the Obligations, and the Borrowers agree not to make, and the Guarantor agrees not to demand, accept or receive any payment in respect of any present or future Indebtedness of the Borrowers to the Guarantor, including, without limitation, any payment received through the exercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time as the Obligations shall have been indefeasibly paid in full; provided that the Borrowers may make and the Guarantor may receive such payments as shall be permitted under Section 8.6 hereof. Without in any way limiting the foregoing, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, dissolution or other similar proceedings relative to the Borrowers or to their businesses, properties or assets, the Lenders shall be entitled to receive payment in full of all of the Obligations before the Guarantor shall be entitled to receive any payment in respect of any present or future Indebtedness of the Borrowers to the Guarantors.
Subordination and Subrogation. The rights of a Parent against its Affiliated Obligors arising from any payment or performance by a Parent hereunder shall be subordinate in all respects to the rights of the Beneficiaries against such Affiliated Obligors, and such Parent shall not compete in any way with a Beneficiary in any winding-up or dissolution of such Affiliated Obligors unless and until all sums due and to become due from such Affiliated Obligors to the Beneficiaries have been paid in full. If any amount shall be paid to a Parent in violation of this Section, such amount shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to the Beneficiaries to be credited and applied to any sums owed or to be owed by such Parent's Affiliated Obligors. Subject to the foregoing, upon payment of all sums due or to become due by Affiliated Obligors to the Beneficiaries, the Parent of such Affiliated Obligors shall be subrogated to the rights of the Beneficiary against such Affiliated Obligors, and the Beneficiaries agree to take at such Parent's expense such steps as such Parent may reasonably request to implement such subrogation.
Subordination and Subrogation. If and to the extent that Guarantor makes any payment to Seller pursuant to this Guaranty, any claim which Guarantor may have against Seller by reason thereof shall be subject and subordinate to the prior payment in full of all of the Obligations. Guarantor agrees that it will not exercise any rights that it may now or hereafter acquire against Seller that arise from the existence, payment, performance or enforcement of the Obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or proceeding, or remedy of any other party against Seller, unless and until all of the Obligations and all other amounts payable under this Guaranty shall have been irrevocably paid, satisfied or discharged in full.
Subordination and Subrogation. Unless and until the Guaranteed Obligations have been paid in full, all rights of each Guarantor against the Borrower with respect to the Guarantee in Section 7.01 shall be subordinated to such payment in full and each Guarantor agrees not to assert any right of subrogation and any right to enforce any remedy which any Secured Party now has or may hereafter have against the Borrower, any endorser or any other guarantor of all or any part of the Guaranteed Obligations until the Guaranteed Obligations are paid in full, and each Guarantor hereby subordinates any benefit of, and any right to participate in, any security or Collateral given to Collateral Agent on behalf of the Secured Parties to secure payment of the Guaranteed Obligations or any other liability of the Borrower to Lenders until the Guaranteed Obligations are paid in full.
Subordination and Subrogation. 13 4.4 Confidentiality and Use of Information ....................... 14 4.5
Subordination and Subrogation. Each of the Guarantors hereby subordinates all present and future claims, now held or hereafter acquired, against the Borrower as a creditor or contributor of capital, or otherwise, to the prior and final payment in cash in full to the Lenders of all of the Obligations. If, without reference to the provisions of this Section 6.04, any of the Guarantors would at any time be or become entitled to receive any payment on account of any claim against the Borrower, whether in insolvency, bankruptcy, liquidation or reorganization proceedings, or otherwise, such Guarantor shall and does hereby irrevocably direct that all such payments shall be made directly to the Administrative Agent on account of the Lenders until all Obligations shall be paid in cash in full. Should any of the Guarantors receive any such payment, such Guarantor shall receive such amount in trust for the Administrative Agent, for the benefit of the Lenders, and shall immediately pay over to the Administrative Agent such amount as provided in the preceding sentence. Anything contained in this Article VI to the contrary notwithstanding, the obligations of each of the Guarantors hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations here- under subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Guarantor pursuant to (a) applicable law or (b) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of Borrower of obligations arising under guaranties by such parties. Each of the Guarantors further agrees that any rights of subrogation such Guarantor may have against the Borrower, and any rights of contribution such Guarantor may have against ...
Subordination and Subrogation. Until the full release and complete discharge of all of the Obligations, Guarantor hereby subordinates and postpones any claim or right against Tenant by way of subrogation or otherwise to any of the rights of Landlord under the Lease or otherwise, or in the Premises (or any portion thereof), which may arise by any of the provisions of this Guaranty or by reason of the performance by Guarantor of any of its Obligations hereunder. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and performed in full, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured.
Subordination and Subrogation. Guarantor and Lxxxxx acknowledge that Borrower incurred certain indebtedness owing to Guarantor pursuant to the terms of that certain amounts evidenced by that certain Revolving Line of Credit Loan and Security Agreement dated July 27, 2022. Such indebtedness is subject to that certain Intercreditor Agreement by and between Guarantor and Lender dated July 27, 2022. Notwithstanding anything to the contrary contained in this Guaranty or any payments made by any Guarantor hereunder, Guarantor acknowledges and agrees that any right of subrogation is expressly subordinated to the rights of Lxxxxx, until the Guaranteed Indebtedness have been fully paid and satisfied.
Subordination and Subrogation. 17 4.5. Acceleration . . . . . . . . . . . . . . . . . . . . . . . 18 4.6. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . 18 Section 5. Conditions Precedent. . . . . . . . . . . . . . . . . . . . 18 5.1. Effectiveness of this Agreement . . . . . . . . . . . . . . 18 5.2. Conditions to Issuance of Letters of Credit . . . . . . . . 19 Section 6.
Subordination and Subrogation. Subject to the terms and conditions of the Loan Agreement and the Other Documents (including but not limited to Section 7.5 of the Loan Agreement), in the event any Borrower or any successor thereto subsequent shall hereafter become indebted to the Pledgor, the amount of each sum and of such indebtedness shall at all times be subordinate as to lien, time of payment, and in all other respects, to the amounts owing to the Pledgeholder under the Note, the Loan Agreement and/or any Other Document, and Pledgor shall not be entitled to enforce or receive payment thereof until all Obligations have been paid. Nothing herein contained is intended or shall be construed to give to Pledgor any right of subrogation in or under the Note, the Loan Agreement and/or any Other Document or any right to participate in any way therein, or in the right, title or interest of Pledgeholder in any collateral, notwithstanding any payments made by Pledgor under this Pledge Agreement, all rights of subrogation and participation being hereby expressly waived and released until all Obligations have been paid in full.
