Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. Pledgor will not exercise -------------------------------- any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the Satisfaction Date. Any amount paid to Pledgor on account of any payment made hereunder shall be held in trust for the benefit of the Holders of the Notes and shall immediately be paid to the Collateral Agent, for the ratable benefit of the Holders of the Notes, and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Indenture, provided, however, that if (a) Pledgor has made payment to the Collateral Agent for the ratable benefit of the Holders of the Notes of all or any part of the Obligations, and (b) the Satisfaction Date has occurred, the Collateral Agent, on behalf of the Holders of the Notes, agrees that, at Pledgor's request, the Collateral Agent, on behalf of the Holders of the Notes, will execute and deliver to Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Pledgor of an interest in the Obligations resulting from such payment by Pledgor. In furtherance of the foregoing, prior to the Satisfaction Date, Pledgor shall refrain from taking any action or commencing any proceeding against any Guarantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement to the Collateral Agent or the Holders of the Notes.

Postponement of Subrogation, etc. Pledgor Each Assignor hereby agrees that it will not exercise -------------------------------- any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the Satisfaction Date. Any amount paid to Pledgor on account of any payment made Assignor hereunder prior to the Satisfaction Date shall be held in trust for the benefit of the Collateral Agent and the Holders of the Notes and shall immediately be paid to the Collateral Agent, Agent for the ratable benefit of the Holders of the Notes, and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Indenture, Section 6.1 hereof; provided, however, that if: (a) Pledgor such Assignor has made payment to the Collateral Agent for the ratable benefit of the Holders of the Notes of all or any part of the Obligations, : and (b) the Satisfaction Date has occurred, the Collateral Agent, on behalf of the Holders of the Notes, agrees that, at Pledgorthe requesting Assignor's request, the Collateral Agent, on behalf of the Collateral Agent and the Holders of the Notes, will execute and deliver to Pledgor such Assignor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Pledgor such Assignor of an interest in the Obligations resulting from such payment by Pledgorsuch Assignor. In furtherance of the foregoing, prior to the Satisfaction Date, Pledgor each Assignor shall refrain from taking any action or commencing any proceeding against any Guarantor Assignor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement to the Collateral Agent or the Holders of the NotesHolders.

Postponement of Subrogation, etc. Pledgor The Guarantor will not exercise -------------------------------- any rights which it may acquire by reason way of rights of subrogation under this Article, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the Satisfaction Dateprior payment, in full and in cash, of all Obligations. Any amount paid to Pledgor the Guarantor on account of any such subrogation rights prior to the payment made hereunder in full of all Obligations shall be held in trust for the benefit of the Holders of Lenders and the Notes Agent and shall immediately be paid to the Collateral Agent, for the ratable benefit of the Holders of the Notes, Agent and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Indenture, this Agreement; provided, however, that if (a) Pledgor the Guarantor has made payment to the Collateral Lenders and the Agent for the ratable benefit of the Holders of the Notes of all or any part of the Obligations, and (b) all Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and the Satisfaction Date has occurredAgent agrees that, at the Guarantor's request, the Collateral Agent, on behalf of the Holders of the Notes, agrees that, at Pledgor's request, the Collateral Agent, on behalf of the Holders of the NotesLenders, will execute and deliver to Pledgor the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Pledgor the Guarantor of an interest in the Obligations resulting from such payment by Pledgorthe Guarantor. In furtherance of the foregoing, prior to for so long as any Obligations or Commitments remain outstanding, the Satisfaction Date, Pledgor Guarantor shall refrain from taking any action or commencing any proceeding against any Guarantor the Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Pledge Agreement Article to the Collateral Agent any Lender or the Holders of the NotesAgent.

Postponement of Subrogation, etc. Pledgor The Parent agrees that it will not exercise -------------------------------- any rights which it may acquire by reason way of rights of subrogation hereunder, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Satisfaction Termination Date. Any amount paid to Pledgor the Parent on account of any payment made hereunder such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Holders of the Notes Secured Parties and shall immediately be paid and turned over to the Collateral Agent, Administrative Agent for the ratable benefit of the Holders Secured Parties in the exact form received by the Parent (duly endorsed in favor of the NotesAdministrative Agent, and if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7; provided that if the terms of the Indenture, provided, however, that if (a) Pledgor Parent has made payment to the Collateral Agent for the ratable benefit of the Holders of the Notes Secured Parties of all or any part of the Obligations, and (b) Obligations and the Satisfaction Termination Date has occurred, then at the Collateral AgentParent’s request, the Administrative Agent (on behalf of the Holders Secured Parties) will, at the expense of the NotesParent, agrees that, at Pledgor's request, the Collateral Agent, on behalf of the Holders of the Notes, will execute and deliver to Pledgor the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Pledgor the Parent of an interest in the Obligations resulting from such payment by Pledgorpayment. In furtherance of the foregoing, at all times prior to the Satisfaction Termination Date, Pledgor the Parent shall refrain from taking any action or commencing any proceeding against any Guarantor Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement hereunder to the Collateral Agent or the Holders of the Notesany Secured Party other than as required by applicable law solely to preserve such rights.

Postponement of Subrogation, etc. Pledgor Each Grantor hereby agrees that it will not exercise -------------------------------- any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the Satisfaction Termination Date. Any amount paid to Pledgor any Grantor on account of any payment made hereunder prior to the Termination Date shall be held in trust for the benefit of the Holders of the Notes Secured Parties and shall immediately be paid to the Collateral Agent, Agent for the ratable benefit of the Holders of the Notes, Secured Parties and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Indenture, ; provided, however, that if: (a) Pledgor such Grantor has made payment to the Collateral Agent for the ratable benefit of the Holders of the Notes Secured Parties of all or any part of the Secured Obligations, ; and (b) the Satisfaction Termination Date has occurred, the Collateral Agent, on behalf of the Holders of the Notes, each Secured Party agrees that, at Pledgor's the requesting Grantor’s request, the Collateral Agent, on behalf of the Holders of the NotesSecured Parties, will execute and deliver to Pledgor such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Pledgor such Grantor of an interest in the Secured Obligations resulting from such payment by Pledgorsuch Grantor. In furtherance of the foregoing, prior to the Satisfaction Termination Date, Pledgor each Grantor shall refrain from taking any action or commencing any proceeding against the Company or any Guarantor other Grantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement to the Collateral Agent or the Holders of the Notesany other Secured Party.