Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. The Parent agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to the Parent on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Agent for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor of the Collateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7; provided, that (a) if the Parent makes payment to the Secured Parties of all or any part of the Obligations; and (b) the Termination Date has occurred; then at the Parent’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parent, execute and deliver to the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent of an interest in the Obligations resulting from such payment described in clause (a) above. In furtherance of the foregoing, at all times prior to the Termination Date the Parent shall refrain from taking any action or commencing any proceeding against any 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 any Loan Document to any Secured Party.

Postponement of Subrogation, etc. The Parent Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythe guaranty set forth in this Article IX, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made hereunder, under any other Loan Document the guaranty set forth in this Article IX or otherwise, until following the Termination Dateprior payment in full in cash of all Obligations of the Borrowers and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to the Parent Holdings on account of any such subrogation rights prior to the Termination Date payment in full in cash of all Obligations of the Borrowers and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Collateral Agent Administrative Agents for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor and each holder of the Collateral Agent, if required), to be a Note and credited and applied against the ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with Section 4.7; providedthe terms of this Agreement, that (a) if but without affecting, impairing or limiting in any manner the Parent makes payment to the Secured Parties liability of all or any part of the Obligations; and (b) the Termination Date has occurred; then at the Parent’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parent, execute and deliver to the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent of an interest in the Obligations resulting from such payment described in clause (a) aboveHoldings under other provisions hereof. In furtherance of the foregoing, at all times prior to the Termination Date the Parent for so long as any Obligations, Letters of Credit or Commitments remain outstanding, Holdings shall refrain from taking any action or commencing any proceeding against either Borrower or any other Obligor (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 any Loan Document the guaranty set forth in this Article IX to any Secured PartyParty or any holder of a Note.

Postponement of Subrogation, etc. The Parent Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythe guaranty set forth in this Article IX, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made hereunder, under any other Loan Document the guaranty set forth in this Article IX or otherwise, until following the Termination Dateprior payment in full in cash of all Obligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to the Parent Holdings on account of any such subrogation rights prior to the Termination Date payment in full in cash of all Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor and each holder of the Collateral Agent, if required), to be a Note and credited and applied against the ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with Section 4.7; provided, that (a) if the Parent makes payment to the Secured Parties terms of all or any part of the Obligations; and (b) the Termination Date has occurred; then at the Parent’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parent, execute and deliver to the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent of an interest in the Obligations resulting from such payment described in clause (a) abovethis Agreement. In furtherance of the foregoing, at all times prior to the Termination Date the Parent for so long as any Obligations or Commitments remain outstanding, Holdings shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor (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 any Loan Document the guaranty set forth in this Article IX to any Secured PartyParty or any holder of a Note.

Postponement of Subrogation, etc. The Parent Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partyhereunder, nor shall the Parent Holdings seek or be entitled to seek any contribution or reimbursement from any ObligorBorrower, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any other amount paid to the Parent Holdings on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent Holdings (duly endorsed in favor of the Collateral Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7; provided, provided that (a) if the Parent makes Obligors have made payment to the Secured Parties of all or any part of the Obligations; Obligations and (b) the Termination Date has occurred; , then at the Parentany Borrower’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the ParentHoldings, execute and deliver to the Parent such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Borrower of an interest in the Obligations resulting from such payment described in clause (a) abovepayment. In furtherance of the foregoing, at all times prior to the Termination Date the Parent Date, Holdings shall refrain from taking any action or commencing any proceeding against any Obligor Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under any Loan Document hereunder to any Secured Party.

Postponement of Subrogation, etc. The Parent Each Guarantor agrees that it will will, to the extent permitted by law, not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document or other applicable agreement under which such Secured Obligations arise to which it is a party, nor shall the Parent seek or be entitled to any Guarantor seek any contribution or reimbursement from the Borrower or any Obligor, of its Subsidiaries in respect of any payment made hereunder, under any other Loan Document or other applicable agreement under which such Secured Obligations arise or otherwise, until following the Termination Date. Any amount paid to the Parent any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent such Guarantor (duly endorsed in favor of the Collateral Administrative Agent, if required), to be credited and applied against the outstanding Secured Obligations, whether matured or unmatured, in accordance with Section 4.72.7; provided, however, that (a) if the Parent makes any Guarantor has made payment to the Secured Parties of all or any part of the Obligations; Secured Obligations and (b) the Termination Date has occurred; , then at the Parentsuch Guarantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parentsuch Guarantor, execute and deliver to the Parent such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Guarantor of an interest in the Secured Obligations resulting from such payment described in clause (a) abovepayment. In furtherance of the foregoing, at all times prior to the Termination Date the Parent Date, each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any Obligor of its Subsidiaries (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under any Loan Document this Guaranty to any Secured PartyParty other than as required by applicable law to preserve such rights.

Postponement of Subrogation, etc. The Parent Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partyhereunder, nor shall the Parent Holdings seek or be entitled to seek any contribution or reimbursement from any ObligorBorrower, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any other amount paid to the Parent Holdings on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent Holdings (duly endorsed in favor of the Collateral Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7; provided, provided that (a) if the Parent makes Obligors have made payment to the Secured Parties of all or any part of the Obligations; Obligations and (b) the Termination Date has occurred; , then at the Parent’s any Borrower's request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the ParentHoldings, execute and deliver to the Parent such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Borrower of an interest in the Obligations resulting from such payment described in clause (a) abovepayment. In furtherance of the foregoing, at all times prior to the Termination Date the Parent Date, Holdings shall refrain from taking any action or commencing any proceeding against any Obligor Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under any Loan Document hereunder to any Secured Party.

Postponement of Subrogation, etc. The Parent Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall the Parent any Borrower seek or be entitled to seek any contribution or reimbursement from any ObligorCredit Party, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to the Parent any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent such Borrower (duly endorsed in favor of the Collateral Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7the terms of this Agreement; provided, however, that (a) if the Parent makes any Borrower has made payment to the Secured Parties of all or any part of the Obligations; Obligations and (b) the Termination Date has occurred; , then at the Parentsuch Borrower’s written request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parentsuch Borrower, execute and deliver to the Parent such Borrower appropriate documents (in form and substance satisfactory to the Administrative Agent and without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Borrower of an interest in the Obligations resulting from such payment described in clause (a) abovepayment. In furtherance of the foregoing, at all times prior to the Termination Date the Parent Date, each Borrower shall refrain from taking any action or commencing any proceeding against any Obligor Credit Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under any Loan Document Section 3.4.1 to any Secured Party.

Postponement of Subrogation, etc. The Parent Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall the Parent any Borrower seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to the Parent any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent such Borrower (duly endorsed in favor of the Collateral Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7; provided, provided that if (a) if the Parent makes any Borrower has made payment to the Secured Parties of all or any part of the Obligations; Obligations and (b) the Termination Date has occurred; , then at the Parentsuch Borrower’s request, the Administrative Agent Agent, (on behalf of the Secured Parties) will, at the expense of the Parentsuch Borrower, execute and deliver to the Parent such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Borrower of an interest in the Obligations resulting from such payment described in clause (a) abovepayment. In furtherance of the foregoing, at all times prior to the Termination Date the Parent Date, each Borrower shall refrain from taking any action or commencing any proceeding against any Obligor (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 any Loan Document to any Secured Party.

Postponement of Subrogation, etc. The Parent agrees that it No Borrower will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partySection 3.4, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made hereunder, under any other Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Borrowers and each other Obligor. Any amount paid to the Parent any Borrower on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of the Borrowers and each other Obligor shall be held by the Borrower in trust question for the benefit of the Secured Lender Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor of the Collateral Agent, if required), to be and credited and applied against the ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with Section 4.7the terms hereof; provided, however, that if (a) if the Parent makes any Borrower has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Obligations; Obligations of any other Borrower or any other Obligor, and (b) the Termination Date has occurred; then all Obligations have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Parentsuch Borrower’s request, the Administrative Agent (Agent, on behalf of the Secured Lender Parties) will, at the expense of the Parent, will execute and deliver to the Parent such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Borrower of an interest in the Obligations of such other Borrower and each other Obligor resulting from such payment described in clause (a) aboveby the Borrower paying any such amount. In furtherance of the foregoing, at all times prior to the Termination Date the Parent for so long as any Obligations or Commitments remain outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrowers or any other Obligor (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 any Loan Document the provisions of Section 3.4 to any Secured Lender Party.

Postponement of Subrogation, etc. The Parent Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythe guaranty set forth in this Article IX, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made hereunder, under any other Loan Document the guaranty set forth in this Article IX or otherwise, until following the Termination Dateprior payment in full in cash of all Obligations of the Borrowers and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to the Parent Holdings on account of any such subrogation rights prior to the Termination Date payment in full in cash of all Obligations of the Borrowers and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Collateral Agent Administrative Agents for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor and each holder of the Collateral Agent, if required), to be a Note and credited and applied against the ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with Section 4.7; provided, that (a) if the Parent makes payment to the Secured Parties terms of all or any part of the Obligations; and (b) the Termination Date has occurred; then at the Parent’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parent, execute and deliver to the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent of an interest in the Obligations resulting from such payment described in clause (a) abovethis Agreement. In furtherance of the foregoing, at all times prior to the Termination Date the Parent for so long as any Obligations or Commitments remain outstanding, Holdings shall refrain from taking any action or commencing any proceeding against either Borrower or any other Obligor (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 any Loan Document the guaranty set forth in this Article IX to any Secured PartyParty or any holder of a Note.

Postponement of Subrogation, etc. The Parent Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall the Parent any Borrower seek or be entitled to seek any contribution or reimbursement from any ObligorCredit Party, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to the Parent Borrowers on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent applicable Borrower (duly endorsed in favor of the Collateral Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7the terms of this Agreement; provided, however, that (a) if the Parent makes a Borrower has made payment to the Secured Parties of all or any part of the Obligations; Obligations and (b) the Termination Date has occurred; , then at the Parent’s Borrowers’ written request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the ParentBorrowers, execute and deliver to the Parent Borrowers appropriate documents (in form and substance satisfactory to the Administrative Agent and without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent Borrowers of an interest in the Obligations resulting from such payment described in clause (a) abovepayment. In furtherance of the foregoing, at all times prior to the Termination Date Date, the Parent Borrowers shall refrain from taking any action or commencing any proceeding against any Obligor Credit Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under any Loan Document Section 3.4.1 to any Secured Party.

Postponement of Subrogation, etc. The Parent Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall the Parent any Borrower seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to the Parent any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent such Borrower (duly endorsed in favor of the Collateral Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.74.8; provided, however, that if (a) if the Parent makes any Borrower has made payment to the Secured Parties of all or any part of the Obligations; and (b) the Termination Date has occurred; then at the Parent’s such Borrower's request, the Administrative Agent Agent, (on behalf of the Secured Parties) will, at the expense of the Parentsuch Borrower, execute and deliver to the Parent such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Borrower of an interest in the Obligations resulting from such payment described in clause (a) abovepayment. In furtherance of the foregoing, at all times prior to the Termination Date the Parent Date, each Borrower shall refrain from taking any action or commencing any proceeding against any Obligor (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 any Loan Document to any Secured Party.

Postponement of Subrogation, etc. The Parent Each Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythis Pledge Agreement, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, under any other Loan Document whether by way of subrogation, reimbursement or otherwise, until following after the Termination Date. Any amount paid to the Parent any Pledgor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties Pledgee and shall immediately be paid and turned over to the Collateral Agent for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor of the Collateral Agent, if required), to be Pledgee and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 4.7the terms of the Credit Agreement; provided, however, that (a) if the Parent makes if: any Pledgor has made payment to the Secured Parties Pledgee of all or any part of the Secured Obligations; and (b) the Termination Date has occurred; then the Pledgee agrees that, at the Parentsuch Pledgor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parent, Pledgee will execute and deliver to the Parent such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Pledgor of an interest in the Secured Obligations resulting from such payment described in clause (a) aboveby such Pledgor. In furtherance of the foregoing, at all times prior to the Termination Date the Parent Date, each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other 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 to the Pledgee. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Pledgor may take such action required to preserve any Loan Document rights it has by way of rights of subrogation as consented to any Secured Party.by the Pledgee in its reasonable discretion. REPRESENTATIONS AND WARRANTIES