Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. The Parent will not exercise any rights which it may acquire by way of rights of subrogation by any payment made hereunder or otherwise, until the prior payment, in full and in cash, of all Guaranteed Obligations. Any amount paid to the Parent on account of any such subrogation rights prior to the payment in full of all Guaranteed Obligations shall be held in trust for the benefit of the Lenders and each holder of a Note and shall immediately be paid to the Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreement; provided, however, that if (a) the Parent has made payment to the Lenders and each holder of a Note of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, at the Parent's request, the Agent, on behalf of the Lenders and the holders of the Notes, will 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 Guaranteed Obligations resulting from such payment by the Parent. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstanding, the Parent shall refrain from taking any action or commencing any proceeding against 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 to any Lender or any holder of a Note.

Postponement of Subrogation, etc. The Parent Each Assignor hereby agrees that it will not exercise any rights which it may acquire by way reason of rights of subrogation by any payment made hereunder hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Guaranteed ObligationsSatisfaction Date. Any amount paid to the Parent on account of any such subrogation rights Assignor hereunder prior to the payment in full of all Guaranteed Obligations Satisfaction Date shall be held in trust for the benefit of the Lenders Collateral Agent and each holder of a Note the Holders and shall immediately be paid to the Collateral Agent for the benefit of the Holders and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this AgreementSection 6.1 hereof; provided, however, that if: (a) the Parent such Assignor has made payment to the Lenders and each holder of a Note Collateral Agent of all or any part of the Guaranteed Obligations, : and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, at the Parent's requestSatisfaction Date has occurred, the Collateral Agent, on behalf of the Lenders Holders agrees that, at the requesting Assignor's request, the Collateral Agent, on behalf of the Collateral Agent and the holders of the Notes, Holders will execute and deliver to the Parent such Assignor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Assignor of an interest in the Guaranteed Obligations resulting from such payment by the Parentsuch Assignor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstandingprior to the Satisfaction Date, the Parent each Assignor shall refrain from taking any action or commencing any proceeding against the Borrower any Assignor (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 Agreement to any Lender the Collateral Agent or any holder of a NoteHolders.

Postponement of Subrogation, etc. The Parent Guarantor will not exercise any rights which it may acquire by way of rights of subrogation under this Article, by any payment made hereunder or otherwise, until the prior payment, in full and in cash, of all Guaranteed Obligations. Any amount paid to the Parent Guarantor on account of any such subrogation rights prior to the payment in full of all Guaranteed Obligations shall be held in trust for the benefit of the Lenders and each holder of a Note the Agent and shall immediately be paid to the Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreement; provided, however, that if (a) the Parent Guarantor has made payment to the Lenders and each holder of a Note the Agent of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note the Agent agrees that, at the ParentGuarantor's request, the Agent, on behalf of the Lenders and the holders of the NotesLenders, will execute and deliver to the Parent Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent Guarantor of an interest in the Guaranteed Obligations resulting from such payment by the ParentGuarantor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstanding, the Parent Guarantor shall refrain from taking any action or commencing any proceeding against 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 Article to any Lender or any holder of a Notethe Agent.

Postponement of Subrogation, etc. The Parent Each Assignor hereby agrees that it will not exercise any rights which it may acquire by way reason of rights of subrogation by any payment made hereunder hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Guaranteed ObligationsSatisfaction Date. Any amount paid to the Parent any Assignor on account of any such subrogation rights payment made hereunder prior to the payment in full of all Guaranteed Obligations Satisfaction Date shall be held in trust for the benefit of the Lenders Collateral Agent and each holder the Holders of a Note the Senior Secured Notes and shall immediately be paid to the Collateral Agent for the ratable benefit of the Holders of the Senior Secured Notes and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreementthe Indenture; provided, however, that if: (a) the Parent such Assignor has made payment to the Lenders and each holder Collateral Agent for the ratable benefit of a Note the Holders of the Senior Secured Notes of all or any part of the Guaranteed Obligations, ; and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, at the Parent's requestSatisfaction Date has occurred, the Collateral Agent, on behalf of the Lenders Holders of the Senior Secured Notes, agrees that, at the requesting Assignor's request, the Collateral Agent, on behalf of the Collateral Agent and the holders Holders of the Senior Secured Notes, will execute and deliver to the Parent such Assignor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent such Assignor of an interest in the Guaranteed Obligations resulting from such payment by the Parentsuch Assignor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstandingprior to the Satisfaction Date, the Parent each Assignor shall refrain from taking any action or commencing any proceeding against the Borrower any Assignor (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 Agreement to any Lender the Collateral Agent or any holder Holders of a Notethe Senior Secured Notes.

Postponement of Subrogation, etc. The Parent agrees that it will not exercise any rights which it may acquire by way of rights of subrogation by 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 or otherwisehereunder, until following the prior payment, in full and in cash, of all Guaranteed ObligationsTermination Date. Any amount paid to the Parent on account of any such subrogation rights prior to the payment in full of all Guaranteed Obligations Termination Date shall be held in trust for the benefit of the Lenders and each holder of a Note Secured Parties and shall immediately be paid and turned over to the Administrative Agent and for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this AgreementSection 4.7; provided, however, provided that if (a) if the Parent has made payment to the Lenders and each holder of a Note Secured Parties of all or any part of the Guaranteed ObligationsObligations and the Termination Date has occurred, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, then at the Parent's ’s request, the Agent, Administrative Agent (on behalf of the Lenders and Secured Parties) will, at the holders expense of the NotesParent, will 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 Guaranteed Obligations resulting from such payment by the Parentpayment. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstandingat all times prior to the Termination Date, the Parent shall refrain from taking any action or commencing any proceeding against the Borrower 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 hereunder to any Lender or any holder of a NoteSecured Party other than as required by applicable law solely to preserve such rights.

Postponement of Subrogation, etc. The Parent Each Pledgor hereby agrees that it will not exercise any rights which it may acquire by way reason of rights of subrogation by any payment made hereunder hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Guaranteed ObligationsTermination Date. Any amount paid to the Parent any Pledgor on account of any such subrogation rights payment made hereunder prior to the payment in full of all Guaranteed Obligations Termination Date shall be held in trust for the benefit of the Lenders and each holder of a Note Secured Parties and shall immediately promptly be paid to the Agent Collateral Agent, for the benefit of the Secured Parties, and credited and applied against the Guaranteed Secured Obligations, whether matured or unmatured, in accordance with the terms of this Agreementthe Indenture; provided, however, that if (a) the Parent any Pledgor has made payment to the Lenders and each holder Collateral Agent for the benefit of a Note the Secured Parties of all or any part of the Guaranteed Secured Obligations, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminatedthe Termination Date has occurred, each Lender and each holder of a Note Secured Party agrees that, at the Parent's such Pledgor’s request, the Collateral Agent, on behalf of the Lenders and the holders of the NotesSecured Parties, 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 Guaranteed Secured Obligations resulting from such payment by the Parentsuch Pledgor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstandingprior to the Termination Date, the Parent each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower Company or any Guarantor (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 Agreement to any Lender the Collateral Agent or any holder of a Noteother Secured Party.

Postponement of Subrogation, etc. The Parent None of the Guarantors will not exercise any rights which it may acquire by way of rights of subrogation under this Article, by any payment made hereunder or otherwise, until the prior payment, in full and in cash, of all Guaranteed Obligations. Any amount paid to the Parent any Guarantor on account of any such subrogation rights prior to the payment in full of all Guaranteed Obligations shall be held in trust for the benefit of the Lenders and each holder of a Note the Agent and shall immediately be paid to the Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreement; provided, however, that if (a) the Parent any Guarantor has made payment to the Lenders and each holder of a Note the Agent of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note the Agent agrees that, at the Parentsuch Guarantor's request, the Agent, on behalf of the Lenders and the holders of the NotesLenders, will 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 Guaranteed Obligations resulting from such payment by the Parentsuch Guarantor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstanding, the Parent each Guarantor shall refrain from taking any action or commencing any proceeding against 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 Article to any Lender or any holder of a Notethe Agent.

Postponement of Subrogation, etc. The Parent Each Pledgor hereby agrees that it will not exercise any rights which it may acquire by way reason of rights of subrogation by any payment made hereunder hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Guaranteed ObligationsTermination Date. Any amount paid to the Parent any Pledgor on account of any such subrogation rights payment made hereunder prior to the payment in full of all Guaranteed Obligations Termination Date shall be held in trust for the benefit of the Lenders and each holder of a Note Secured Parties and shall immediately promptly be paid to the Agent Administrative Agent, for the benefit of the Secured Parties, and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this the Credit Agreement; provided, however, that if (a) the Parent any Pledgor has made payment to the Lenders and each holder Administrative Agent for the benefit of a Note the Secured Parties of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminatedthe Termination Date has occurred, each Lender and each holder of a Note Secured Party agrees that, at the Parentsuch Pledgor's request, the Administrative Agent, on behalf of the Lenders and the holders of the NotesSecured Parties, 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 Guaranteed Obligations resulting from such payment by the Parentsuch Pledgor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstandingprior to the Termination Date, the Parent each Pledgor shall refrain from taking any action or commencing any proceeding against the any 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 Agreement to any Lender the Administrative Agent or any holder of a Noteother Secured Party.

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

Postponement of Subrogation, etc. The Parent Each Pledgor hereby agrees that it will not exercise any rights which it may acquire by way reason of rights of subrogation by any payment made hereunder hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Guaranteed ObligationsTermination Date. Any amount paid to the Parent any Pledgor on account of any such subrogation rights payment made hereunder prior to the payment in full of all Guaranteed Obligations Termination Date shall be held in trust for the benefit of the Lenders and each holder of a Note Secured Parties and shall immediately promptly be paid to the Agent Administrative Agent, for the benefit of the Secured Parties, and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this the Credit Agreement; provided, however, that if (a) the Parent any Pledgor has made payment to the Lenders and each holder Administrative Agent for the benefit of a Note the Secured Parties of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminatedthe Termination Date has occurred, each Lender and each holder of a Note Secured Party agrees that, at the Parent's such Pledgor’s request, the Administrative Agent, on behalf of the Lenders and the holders of the NotesSecured Parties, 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 Guaranteed Obligations resulting from such payment by the Parentsuch Pledgor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstandingprior to the Termination Date, the Parent each Pledgor shall refrain from taking any action or commencing any proceeding against the any 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 Agreement to any Lender the Administrative Agent or any holder of a Noteother Secured Party.

Postponement of Subrogation, etc. The Parent No Pledgor will not exercise any rights which it may acquire by way reason of rights of subrogation by any payment made hereunder hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Guaranteed ObligationsSatisfaction Date. Any amount paid to the Parent any Pledgor on account of any such subrogation rights prior to the payment in full of all Guaranteed Obligations made hereunder shall be held in trust for the benefit of the Lenders and each holder Holders of a Note the Senior Secured Notes and shall immediately be paid to the Agent Collateral Agent, for the ratable benefit of the Holders of the Senior Secured Notes, and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreement; the Indenture, provided, however, that if (a) the Parent any Pledgor has made payment to the Lenders and each holder Collateral Agent for the ratable benefit of a Note the Holders of the Senior Secured Notes of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, at the Parent's requestSatisfaction Date has occurred, the Collateral Agent, on behalf of the Lenders and the holders Holders of the Senior Secured Notes, agrees that, at such Pledgor's request, the Collateral Agent, on behalf of the Holders of the Senior Secured Notes, will execute and deliver to the Parent such Pledgor appropriate documents (without recourse and without representation or warranty) warranty necessary to evidence the transfer by subrogation to the Parent such Pledgor of an interest in the Guaranteed Obligations resulting from such payment by the Parentsuch Pledgor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstandingprior to the Satisfaction Date, the Parent each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower any other Guarantor (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 to any Lender the Collateral Agent or any holder the Holders of a Notethe Senior Secured Notes.