Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. 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 prior payment in full in (a) such Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreement, each Secured Party agrees that, at the requesting Grantor's request, the Secured Parties will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either the Senior Secured Note Indenture or the Intercreditor Agreement remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Person (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 Security Agreement to any Secured Party.

Postponement of Subrogation, etc. 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 prior payment in full inin cash of all Secured Obligations. Any amount paid to any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the 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) such Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreement, each Secured Party agrees that, at the requesting Grantor's request’s request and sole expense, the Secured Parties will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either the Senior Secured Note Indenture or the Intercreditor Agreement Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Company or any other Person 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 Security Agreement to any Secured Party.

Postponement of Subrogation, etc. Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Grantor 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 under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior payment to the Termination Date shall be held in full in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Administrative Agent for its benefit and the ratable benefit of each other Secured Party in the exact form received by such Grantor (aduly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with clause (b) such of Section 6.1; provided that if any Grantor has made payment to the Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Administrative Agent (on behalf of the Secured Obligations, and (bParties) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreement, each Secured Party agrees thatwill, at the requesting expense of such Grantor's request, the Secured Parties will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either at all times prior to the Senior Secured Note Indenture or the Intercreditor Agreement remain outstandingTermination Date, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Person 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 Security Agreement to any Secured Party.

Postponement of Subrogation, etc. Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Credit Document to which it is a party, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any Credit Party, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Credit Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior payment to the Termination Date shall be held in full in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Agent for its benefit and the ratable benefit of each other Secured Party in the exact form received by such Grantor (aduly endorsed in favor of the Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) such of Section 6.1; provided, however, that if any Grantor has made payment to the Secured Parties of all or any part of the Secured ObligationsObligations and the Termination Date has occurred, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreement, each Secured Party agrees that, then at the requesting such Grantor's request, the Collateral Agent (on behalf of the Secured Parties will Parties) will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either at all times prior to the Senior Secured Note Indenture or the Intercreditor Agreement remain outstandingTermination Date, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Person 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 this Security Agreement to any Secured Party.

Postponement of Subrogation, etc. 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 prior payment in full inof all Secured Obligations. Any amount paid to any Grantor on account of any payment made hereunder prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Party and shall immediately be paid to the Secured Party 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) such Grantor has made payment to the Secured Parties Party of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreement, each Secured Party agrees that, at the requesting Grantor's request, the Secured Parties Party will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either the Senior Secured Note Indenture or the Intercreditor Agreement Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Company or any other Person 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 and Security Agreement to any the Secured Party.. 11

Postponement of Subrogation, etc. 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 prior payment in full inin cash of all Secured Obligations. Any amount paid to any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the 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) such Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreement, each Secured Party agrees that, at the requesting Grantor's request’s request and sole expense, the Secured Parties will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either the Senior Secured Note Indenture or the Intercreditor Agreement Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Issuer or any other Person 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 and Security Agreement to any Secured Party.

Postponement of Subrogation, etc. 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 Termination Date. Any amount paid to any Grantor on account of any payment made hereunder prior payment to the Termination Date shall be held in full intrust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that 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 Secured Obligations, ; and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor AgreementTermination Date has occurred, each Secured Party agrees that, at the requesting Grantor's ’s request, the Administrative Agent, on behalf of the Secured Parties Parties, will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either prior to the Senior Secured Note Indenture or the Intercreditor Agreement remain outstandingTermination Date, each Grantor shall refrain from taking any action or commencing any proceeding against the any Borrower or any other Person (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 Security Agreement to the Administrative Agent or any other Secured Party.

Postponement of Subrogation, etc. 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 Termination Date. Any amount paid to any Grantor on account of any payment made hereunder prior payment to the Termination Date shall be held in full intrust for the benefit of the Secured Parties and shall immediately be paid to the 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) such Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor AgreementTermination Date has occurred, each Secured Party agrees that, at the requesting Grantor's requestrequest and sole expense, the Secured Parties will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either the Senior Secured Note Indenture or the Intercreditor Agreement Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Issuer or any other Person 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 Security Agreement to any Secured Party.

Postponement of Subrogation, etc. 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 prior payment in full inin cash of all Secured Obligations. Any amount paid to any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the 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) such Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreement, each Secured Party agrees that, at the requesting Grantor's request, the Secured Parties will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either the Senior Secured Note Indenture or the Intercreditor Agreement Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Company or any other Person 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 Security Agreement to any Secured Party.

Postponement of Subrogation, etc. 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 Termination Date. Any amount paid to any Grantor on account of any payment made hereunder prior payment to the Termination Date shall be held in full intrust for the benefit of the Secured Parties and shall immediately be paid to the Collateral Agent for the benefit of the 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) such Grantor has made payment to the Collateral Agent for the benefit of the Secured Parties of all or any part of the Secured Obligations, ; and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor AgreementTermination Date has occurred, each Secured Party agrees that, at the requesting Grantor's ’s request, the Collateral Agent, on behalf of the Secured Parties Parties, will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Commitments or any obligations under either prior to the Senior Secured Note Indenture or the Intercreditor Agreement remain outstandingTermination Date, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Company or any other Person 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 Security Agreement to the Collateral Agent or any other Secured Party.

Postponement of Subrogation, etc. Each No 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 prior payment, in full and in cash, of all Obligations, the irrevocable termination of all Commitments. Any amount paid to a Grantor on account of any payment made hereunder prior to the payment in full inin cash of all Obligations and the irrevocable termination of all Commitments shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Secured Parties and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of Section 7.3; provided, however, that if (a) such any Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full in cash, all Term Loan Commitments have been terminated and all obligations under the Intercreditor Agreementirrevocably terminated, each Secured Party agrees that, at the requesting such Grantor's requestrequest and expense, the Secured Parties will execute and deliver to such the applicable Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Term Loan Obligations remain outstanding or Commitments or any obligations under either the Senior Secured Note Indenture or the Intercreditor Agreement remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Person 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 Security Agreement to any Secured Party.