Common use of Postponement of Subrogation, etc Clause in Contracts

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

Postponement of Subrogation, etc. Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation hereunderunder the guaranty set forth in this Article IX, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of by any payment made hereunderunder 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 other amount paid to 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 Administrative Agent for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor and each holder of the Administrative 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 if the Obligors have made payment to the Secured Parties terms of all or any part of the Obligations and the Termination Date has occurred, then at any Borrower's request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of Holdings, execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of an interest in the Obligations resulting from such paymentthis Agreement. In furtherance of the foregoing, at all times prior to the Termination Datefor 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 Borrower 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 hereunder under the guaranty set forth in this Article IX to any Secured PartyParty or any holder of a Note.

Postponement of Subrogation, etc. Holdings agrees that it The Company will not exercise any rights which it may acquire by way of rights of subrogation hereunderunder this Guarantee, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of by any payment made hereunderhereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of any Obligor. Any other amount paid to Holdings the Company on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations shall be held in trust for the benefit of the Secured Bank Parties and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor of the Administrative Agent, if required), to be Administrator and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7the terms of the Credit Agreement; provided provided, that if if (a) the Obligors have Company has made payment to the Secured Bank Parties 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 Bank Party agrees that, at the Termination Date has occurred, then at any Borrower's Company’s request, the Administrative Agent (Administrator, on behalf of the Secured Bank Parties) will, at the expense of Holdings, will execute and deliver to such Borrower the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower the Company of an interest in the Obligations of each other Obligor resulting from such paymentpayment by the Company. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, Holdings Company shall refrain from taking any action or commencing any proceeding against any Borrower 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 hereunder under this Guarantee to any Secured Bank Party.

Postponement of Subrogation, etc. Holdings Each Grantor hereby agrees that it will not exercise any rights which it may acquire by way of rights of subrogation hereunder, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any other amount paid to Holdings any Grantor on account of any such subrogation rights payment made hereunder 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 Administrative Agent for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor of the Administrative Agent, if required), to be and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7the terms of the Credit Agreement; provided provided, however, that if the Obligors have if: (a) such Grantor has made payment to the Administrative Agent for the benefit of the Secured Parties of all or any part of the Obligations and Obligations; and (b) the Termination Date has occurred, then each Secured Party agrees that, at any Borrowerthe requesting Grantor's request, the Administrative Agent (Agent, on behalf of the Secured Parties) will, at the expense of Holdings, will execute and deliver to such Borrower Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower Grantor of an interest in the Obligations resulting from such paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to the Termination Date, Holdings each Grantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made hereunder under this Agreement to the Administrative Agent or any other Secured Party.

Postponement of Subrogation, etc. Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation hereunderunder the guaranty set forth in this Article IX, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of by any payment made hereunderunder 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 other amount paid to 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 Administrative Agent Agents for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor and each holder of the Administrative 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 if the Obligors have made payment to the Secured Parties terms of all or any part of the Obligations and the Termination Date has occurred, then at any Borrower's request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of Holdings, execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of an interest in the Obligations resulting from such paymentthis Agreement. In furtherance of the foregoing, at all times prior to the Termination Datefor 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 Borrower 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 hereunder under the guaranty set forth in this Article IX to any Secured PartyParty or any holder of a Note.

Postponement of Subrogation, etc. Holdings agrees that it The Guarantor will not exercise any rights which it may acquire by way of rights of subrogation hereunderunder this Guarantee, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of by any payment made hereunderhereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Company. Any other amount paid to Holdings the Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of the Company shall be held in trust for the benefit of the Secured Bank Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor of the Administrative Agent, if required), to be Administrator and credited and applied against the ObligationsObligations of the Company, whether matured or unmatured, in accordance with Section 4.7the terms of the Credit Agreement; provided provided, however, that if (a) the Obligors have Guarantor has made payment to the Secured Bank Parties and each holder of a Note of all or any part of the Obligations of the Company, and (b) all Obligations of the Termination Date has occurredCompany have been paid in full and all Commitments have been permanently terminated, then each Bank Party and each holder of a Note agrees that, at any Borrowerthe Guarantor's request, the Administrative Agent (Administrator, on behalf of the Secured Parties) willBank Parties and the holders of the Notes, at the expense of Holdings, will execute and deliver to such Borrower the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower the Guarantor of an interest in the Obligations of the Company resulting from such paymentpayment by the Guarantor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, Holdings Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower the Company (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made hereunder under this Guarantee to any Secured PartyBank Party or any holder of a Note.

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

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

Postponement of Subrogation, etc. Holdings agrees that it will not exercise any rights which it may acquire by way of rights of subrogation hereunderunder the guarantee set forth in this Section 11, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of by any payment made hereunderunder the guarantee set forth in this Section 11 or otherwise, until following the Termination Dateprior payment in full in cash of all Obligations of Borrower and each other Obligor and, the termination of all Commitments. Any other amount paid to Holdings on account of any such subrogation rights prior to the Termination Date payment in full in cash of all Obligations of Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties each Lender and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor each Lender and each holder of the Administrative Agent, if required), to be a Note and credited and applied against the ObligationsObligations of Borrower and each other Obligor, whether matured or unmatured, in accordance with Section 4.7; provided that if the Obligors have made payment to the Secured Parties terms of all or any part of the Obligations and the Termination Date has occurred, then at any Borrower's request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of Holdings, execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of an interest in the Obligations resulting from such paymentthis Agreement. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding, Holdings shall refrain from taking any action or commencing any proceeding against Borrower or any Borrower 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 hereunder under the guarantee set forth in this Section 11 to any Secured PartyLender or any holder of a Note.

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

Postponement of Subrogation, etc. Holdings agrees that it None of the Guarantors will not exercise any rights which it may acquire by way of rights of subrogation hereunderunder this Article, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of by any payment made hereunderhereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations. Any other amount paid to Holdings any Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations shall be held in trust for the benefit of the Secured Parties Lenders and the Agent and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor of the Administrative Agent, if required), to be and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7the terms of this Agreement; provided provided, however, that if the Obligors have if (a) any Guarantor has made payment to the Secured Parties Lenders and the Agent 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 Termination Date has occurredAgent agrees that, then at any Borrowersuch Guarantor's request, the Administrative Agent (Agent, on behalf of the Secured Parties) willLenders, at the expense of Holdings, will execute and deliver to such Borrower Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower Guarantor of an interest in the Obligations resulting from such paymentpayment by such Guarantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding, Holdings each Guarantor shall refrain from taking any action or commencing any proceeding against any 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 hereunder under this Article to any Secured PartyLender or the Agent.

Postponement of Subrogation, etc. Holdings agrees that it The Guarantor will not exercise any rights which it may acquire by way of rights of subrogation hereunderunder this Guarantee, nor shall Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of by any payment made hereunderhereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Company. Any other amount paid to Holdings the Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all obligations of the Company shall be held in trust for the benefit of the Secured Bank Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by Holdings (duly endorsed in favor of the Administrative Agent, if required), to be Administrator and credited and applied against the ObligationsObligations of the Company, whether matured or unmatured, in accordance with Section 4.7the terms of the Credit Agreement; provided provided, however, that if if (a) the Obligors have Guarantor has made payment to the Secured Bank Parties and each holder of a Note of all or any part of the obligations of the Company, and (b) all Obligations of the Company have been paid in full and all Commitments have been permanently terminated, each Bank Party and each holder of a Note agrees that, at the Termination Date has occurred, then at any BorrowerGuarantor's request, the Administrative Agent (Administrator, on behalf of the Secured Parties) willBank Parties and the holders of the Notes, at the expense of Holdings, will execute and deliver to such Borrower the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower the Guarantor of an interest in the Obligations of the Company resulting from such paymentpayment by the Guarantor. In furtherance of the foregoing, at all times prior to for so long as any obligations or Commitments remain outstanding, the Termination Date, Holdings Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower the Company (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made hereunder under this Guarantee to any Secured PartyBank Party or any holder of a Note.