Subordination; Subrogation. Guarantor agrees that the Loan made by Guarantor to Borrower and any other obligations or debts of the Borrower to Guarantor shall be subordinate to the Obligations as to both payment and collection. Accordingly, in the event of a default under the Loan Documents and upon proper notice by Lender to Guarantor of the same, Guarantor agrees not to accept any payment whatsoever from the Borrower or to allow any payment by the Borrower for or to Guarantor or for Guarantor’s benefit without Lender’s prior written consent until all Obligations have been paid in full and this Guaranty has been terminated. Guarantor hereby grants Lender a security interest in all accounts now or hereafter owed Guarantor by Borrower and in all existing and future instruments, chattel paper and other property constituting obligations of Borrower to Guarantor. Lender may file this Guaranty (or a copy hereof) as a financing statement with respect thereto or Lender may, in its reasonable discretion, require Guarantor to execute a separate financing statement with respect thereto or require Guarantor to take other action reasonably necessary to perfect Lender’s interest therein, at Guarantor’s reasonable expense. Without limiting the foregoing, all such property in which a security interest may be perfected by possession shall be delivered to Lender immediately as made available to Guarantor and, until so delivered, shall be held in trust by Guarantor for Lender. Guarantor agrees that in the event of a bankruptcy or other insolvency proceedings involving Borrower, if Lender so directs, Guarantor will timely file a claim for the amount of the subordinated debt, in form approved by Lender. The Guarantor agrees to pursue said claim with diligence and to comply with any lawful instructions from Lender pertaining to the pursuit of the claim. The proceeds of any such claim shall be delivered to Lender, so long as such proceeds are not in excess of the amount of the Indebtedness. Guarantor shall not be subrogated to any rights of Lender against Borrower or any property or other party until the Obligations have been paid in full and terminated in writing by the Lender.
Subordination; Subrogation. (a) Each Guarantor hereby subordinates any and all debts, liabilities, receivables, advances and other Obligations owed to such Guarantor by each other Loan Party of whatever nature at any time outstanding (the “Subordinated Obligations”) to the Obligations to the extent and in the manner hereinafter set forth in this Section 6.03:
Subordination; Subrogation. (a) Guarantor subordinates to the Obligations (i) any present and future debts and obligations of Tenant to Guarantor (the “Indebtedness”), including: (A) fees, reimbursement of expenses and other payments pursuant to any independent contractor arrangement; (B) principal and interest pursuant to any Indebtedness; (C) distributions payable to any partners, members or shareholders of Guarantor or Affiliates of Guarantor, solely to the extent such distributions are payable by using distributions received from Tenant; (D) lease payments pursuant to any leasing arrangement; (E) any management fees; and (F) all rights, liens and security interests of Guarantor, whether now or hereafter arising, in any assets of the Tenant, and (ii) any liens or security interests securing payment of the Indebtedness. Notwithstanding the foregoing, payments of Indebtedness may be made (I) at any time provided no Event of Default is continuing and (II) during the continuance of an Event of Default, to the extent permitted pursuant to the Lease. Guarantor shall have no right to possession of any assets of Tenant or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until the Obligations have been paid and performed in full. Guarantor agrees that Landlord shall be subrogated to Guarantor with respect to Guarantor’s claims against Tenant and Guarantor’s rights, liens and security interest, if any, in any of Tenant’s assets and proceeds thereof until all of the Obligations have been paid and performed in full.
Subordination; Subrogation. Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, for the benefit of the Agents and the Lenders on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.
Subordination; Subrogation. (a) Subject to the limitations set forth in Section 2.07, to the extent permitted by law and to the extent to do so would not constitute unlawful financial assistance, each Guarantor hereby subordinates any and all debts, liabilities and other Obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 3.03:
Subordination; Subrogation. Each of the Guarantors hereby subordinates to the Guaranteed Obligations all indebtedness or other liabilities of the Borrower or to any other Guarantor to such Guarantor. Each of the Guarantors hereby further agrees not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the Borrower arising out of or by reason of this Guaranty or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by any of the Guarantors unless and until the Guaranteed Obligations are indefeasibly paid in full and all Commitments have terminated or expired.
Subordination; Subrogation. If, for any reason whatsoever, Borrower or any other Guarantor is now or hereafter becomes indebted to Guarantor:
Subordination; Subrogation. Each of the Guarantors hereby subordinates to the Guaranteed Obligations all Indebtedness or other liabilities of the Company or of any other Guarantor to such Guarantor. Each of the Guarantors hereby further agrees not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the Company arising out of or by reason of this Article Six or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by any of the Guarantors unless and until the Guaranteed Obligations are indefeasibly paid in full.
Subordination; Subrogation. Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, none of the Guarantors nor the Australian Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by any Guarantor or the Australian Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor or the Australian Borrower, as the case may be, will not prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor or the Australian Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor or the Australian Borrower to such Borrower; and each Guarantor and the Australian Borrower waives any benefit of and any right to participate in any collateral which may be held by any Agent, any Issuing Bank and any Lender. The payment of any amounts due with respect to any Indebtedness of any Borrower now or hereafter held by any Guarantor or the Australian Borrower, as the case may be, is hereby subordinated to the prior payment in full of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be. Each Guarantor and the Australian Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, such Guarantor or the Australian Borrower, as the case may be, will not demand, xxx for, or otherwise attempt to collect any such Indebtedness of any of the Borrowers to such Guarantor or such Australian Borrower, as the case may be, until the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor or the Australian Borrower, as the case may be, shall collect or receive any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor or the Australian Borrower, as the case may be, as trustee for the Agents, any Issuing Bank and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Agents, the Issuing Banks and the Lenders on account of the Guaranteed Obligations or the UK Guaranteed Obligations,...
Subordination; Subrogation. Any indebtedness of the Borrowers now or hereafter held by the Guarantor is hereby subordinated to the indebtedness of the Borrowers to the Lender. Without limiting the generality of the foregoing, the Guarantor hereby agrees with the Lender that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.
