Common use of Subrogation and Subordination Clause in Contracts

Subrogation and Subordination. (a) Each Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 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 remedy of any Lender Party against the Borrower or any other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower 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 the Payment in Full has occurred. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time until the Payment in Full has occurred, such amount shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Restricted Entity to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorRestricted Entity, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorRestricted Entity, 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 after the Payment in Full has occurredTermination Date. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to or on the Payment in Full has occurredTermination Date, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorPerson, directly or indirectly, in cash or other property Property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Payment in Full has occurredof Obligations. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to or on the date of the Payment in Full has occurredof Obligations, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.. Exhibit C – Form of Guaranty Agreement

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorPerson, 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 the Payment Termination Date (as defined in Full has occurredthe Security Agreement). If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to or on the Payment in Full has occurredTermination Date, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent Secured Parties to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.. Exhibit C – Form of Guaranty -11-

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorPerson, 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 the Payment in Full has occurredof Obligations. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to or on the Payment in Full has occurredof Obligations, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Credit Party to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorCredit Party, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorCredit Party, 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 after the Payment in Full has occurredTermination Date. If any amount shall be paid to any a Exhibit C - Form of Guaranty Agreement Guarantor in violation of the preceding sentence at any time until prior to or on the Payment in Full has occurredTermination Date, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorPerson, directly or indirectly, in cash or other property Property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Payment in Full has occurredof Obligations. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to or on the date of the Payment in Full has occurredof Obligations, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Credit Party to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorCredit Party, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorCredit Party, 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 the after Payment in Full has occurredFull. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to or on the Payment in Full has occurredFull, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.

Subrogation and Subordination. (a) Each Until this Guaranty is terminated in accordance with Section 3, then Guarantor will shall not exercise assert or pursue any rights claim, remedy or other right that it Guarantor at any time may now have or hereafter acquire against the any Borrower or any other Guarantor to the extent guarantor that such rights arise arises from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this GuarantyGuaranty or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution or indemnification and indemnification, or any right to participate in any claim or remedy of Administrative Agent or any Lender Party against the Borrower any Obligor, or any other Guarantorright or claim to any collateral that Administrative Agent or any Lender at any time may have an interest in, whether or not such claim, remedy or right arises in equity or under contract, statute organic document, statute, common law or common lawin equity. Moreover, includinguntil this Guaranty is terminated in accordance with Section 3, without limitationthen except as otherwise expressly permitted hereunder, under the right to take Credit Agreement or receive from the by Administrative Agent in a separate writing, (a) any indebtedness or obligation of any Borrower or other guarantor to or in favor of Guarantor (whether evidenced by a promissory note, an inter-corporate ledger entry or otherwise) is and shall be subordinate, junior and subject in right of payment to the prior payment to Administrative Agent (unconditionally and indefeasibly) of all of the Liabilities, and (b) no such indebtedness or obligation may be secured by any other Guarantorpledge, directly or indirectly, in cash lien or other encumbrance on or of any property of any Borrower or other guarantor, and (c) Guarantor shall not take, receive, accept or demand from any Borrower or other guarantor (by set-off off, recoupment, litigation or in any other manner, ) payment of the whole or security on account any part of such claim, remedy indebtedness or right, unless and until the Payment in Full has occurred. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time until the Payment in Full has occurred, such amount shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documentsobligation.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this GuarantyGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender DIP Secured Party against the Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorPerson, 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 such time as the Payment in Full Discharge of DIP Obligations has occurred. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to the Payment in Full has occurredDischarge of DIP Obligations, such amount shall be held in trust for the benefit of the Lender DIP Secured Parties and shall forthwith be paid to the Administrative DIP Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorPerson, 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 the Payment occurrence of Guaranty Termination (as defined in Full has occurredSection 12 below). If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to the Payment in Full has occurredoccurrence of Guaranty Termination, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents. Each Guarantor hereby agrees that any indebtedness of the Borrower to each Guarantor shall be subordinated to Borrower’s Obligations in the manner and on terms satisfactory to the Administrative Agent.

Subrogation and Subordination. (a) Each Guarantor will not exercise any rights that it may now have or hereafter acquire against the any Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Loan Document, any between any Loan Party and/or any Subsidiary of a Loan Party and a Swap Counterparty, or any agreement or instrument between any Loan Party and any Banking Service Provider relating to any Banking Services, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the any Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the any Borrower or any other GuarantorPerson, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Payment in Full has occurredoccurrence of Security Termination. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time until prior to the Payment in Full has occurredoccurrence of Security Termination, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Subrogation and Subordination. (a) Each Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 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 remedy of any Lender Party Beneficiary against the Borrower or any other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower 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 the Payment in Full has occurredoccurrence of Security Termination. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time until prior to the Payment in Full has occurredoccurrence of Security Termination, such amount shall be held in trust for the benefit of the Lender Parties Beneficiaries and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Subrogation and Subordination. (a) Each No Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this GuarantyGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower or any other GuarantorPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other GuarantorPerson, directly or indirectly, in cash or other property Property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Payment in Full has occurredof Obligations. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time until prior to or on the date of the Payment in Full has occurredof Obligations, such amount shall be held in trust for the benefit of the Lender Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.