Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. Each Grantor 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 any Grantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made 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 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 its benefit and the ratable benefit of each other Secured Party in the exact form received by such Grantor (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 clause (b) 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 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 Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor 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 this Security Agreement to any Secured Party.

Appears in 1 contract

Samples: Patent Security Agreement (United Surgical Partners International Inc)

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Postponement of Subrogation, etc. Each Grantor Guarantor 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 any Grantor Guarantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor 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 Administrative Agent for its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor Guarantor (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 clause (b) of Section 6.12.7; provided provided., that if any Grantor Guarantor has made payment to the Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such GrantorGuarantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorGuarantor, execute and deliver to such Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor Guarantor 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 this Security Agreement Guaranty to any Secured Party.

Appears in 1 contract

Samples: Credit Agreement (Sabre Industries, Inc.)

Postponement of Subrogation, etc. Each Grantor Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document or other agreement relating to any Secured Obligation to which it is a party, nor shall any Grantor Guarantor 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 other agreement relating to any Secured Obligation or otherwise, until following the Termination Date. Any amount paid to any Grantor 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 Administrative Collateral Agent for its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor Guarantor (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 6.12.7; provided provided, however, that if any Grantor Guarantor has made payment to the Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then at such Grantor’s Guarantor's request, the Administrative Collateral Agent (on behalf of the Secured Parties) will, at the expense of such GrantorGuarantor, execute and deliver to such Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Guarantor of an interest in the Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, Date each Grantor Guarantor 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 Security Agreement Guaranty to any Secured Party.

Appears in 1 contract

Samples: And Combined Credit Agreement (Merrill Corp)

Postponement of Subrogation, etc. Each Grantor The Guarantor 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 any Grantor the Guarantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor the 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 Administrative Agent for its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor the Guarantor (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 clause (b) of Section 6.12.7; provided provided, however, that if any Grantor the Guarantor 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 the Guarantor's request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Grantorthe Guarantor, execute and deliver to such Grantor the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor the Guarantor 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 this Security Agreement Guaranty to any Secured Party.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Postponement of Subrogation, etc. Each Grantor The Company agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall any Grantor the Company seek or be entitled to seek any contribution or reimbursement from any Obligorother Loan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Facility Termination Date. Any amount paid to any Grantor the Company on account of any such subrogation rights prior to the Facility Termination Date shall be held in trust for the benefit of the Secured Parties Lenders and shall immediately be paid and turned over to the Administrative Agent for its benefit and the ratable benefit of each other Secured Party the Lenders in the exact form received by such Grantor the Company (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 clause (b) of Section 6.12.7; provided that if any Grantor the Company has made payment to the Secured Parties Lenders (or the Administrative Agent on behalf of the Lenders) of all or any part of the Obligations and the Facility Termination Date has occurred, then at such Grantorthe Company’s request, the Administrative Agent (on behalf of the Secured PartiesLenders) will, at the expense of such Grantorthe Company, execute and deliver to such Grantor the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Company of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Facility Termination Date, each Grantor the Company shall refrain from taking any action or commencing any proceeding against any Obligor other Loan 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 Guaranty to any Secured PartyLender (or the Administrative Agent on behalf of the Lenders).

Appears in 1 contract

Samples: Credit Agreement (Adobe Inc.)

Postponement of Subrogation, etc. Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Credit Document to which it is a party, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any ObligorCredit Party, in respect of any payment made under any Loan Credit Document or otherwise, until following the Termination Date. Any amount paid to any Grantor 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 Collateral Agent for its benefit and the ratable benefit of each other Secured Party in the exact form received by such Grantor (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 6.1; provided provided, however, that if any Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then at such Grantor’s 's request, the Administrative Collateral Agent (on behalf of the Secured 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. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor 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 this Security Agreement to any Secured Party.

Appears in 1 contract

Samples: Subsidiary Pledge and Security Agreement (Ironton Iron Inc)

Postponement of Subrogation, etc. Each Grantor The Guarantor 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 any Grantor the Guarantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor the 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 Administrative Agent for its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor the Guarantor (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 clause (b) Section 4.7 of Section 6.1the Credit Agreement; provided that if any Grantor the Guarantor has made payment to the Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such Grantorthe Guarantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorGuarantor’s expense, execute and deliver to such Grantor the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor the Guarantor 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 this Security Agreement to any Secured Party.

Appears in 1 contract

Samples: Parent Guaranty and Pledge Agreement (Reddy Ice Holdings Inc)

Postponement of Subrogation, etc. Each Grantor Guarantor 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 any Grantor Guarantor seek or be entitled to seek any contribution or reimbursement from any ObligorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor 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 Administrative Agent for its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor Guarantor (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 clause (b) of Section 6.12.7; provided that if any Grantor Guarantor has made payment to the Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such GrantorGuarantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorGuarantor, execute and deliver to such Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor Guarantor shall refrain from taking any action or commencing any proceeding against any Obligor Loan 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 Guaranty to any Secured Party.

Appears in 1 contract

Samples: Security Agreement (Asyst Technologies Inc)

Postponement of Subrogation, etc. Each Grantor agrees that it The Guarantor 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 Guarantee, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Company. Any amount paid to any Grantor 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 its benefit Administrator and the ratable benefit of each other Secured Party in the exact form received by such Grantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the ObligationsObligations of the Company, whether matured or unmatured, in accordance with clause (b) the terms of Section 6.1the Credit Agreement; provided provided, however, that if any Grantor (a) the 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 such Grantor’s the 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 such Grantor, will execute and deliver to such Grantor the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor 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, each Grantor Guarantor shall refrain from taking any action or commencing any proceeding against any Obligor 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 under this Security Agreement Guarantee to any Secured Party.Bank Party or any holder of a Note. SECTION 2.7. Successors, Transferees and Assigns;

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Kaman Corp)

Postponement of Subrogation, etc. Each Grantor The Guarantor 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 any Grantor the Guarantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor the 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 Administrative Agent for its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor the Guarantor (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 clause (b) of Section 6.12.7; provided provided, however, that if any Grantor the Guarantor has made payment to the Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such Grantorthe Guarantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Grantorthe Guarantor, execute and deliver to such Grantor the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor the Guarantor 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 this Security Agreement Guaranty to any Secured Party.

Appears in 1 contract

Samples: Parent Guaranty (Hecla Mining Co/De/)

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Postponement of Subrogation, etc. Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Notes Document to which it is a party, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any Obligorother Grantor, in respect of any payment made under any Loan Notes Document or otherwise, until following prior to the first anniversary of the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall shall, be held in trust for the benefit of the Secured Parties Note Holders and shall immediately be paid and turned over to the Administrative Collateral Agent for its benefit and for the ratable benefit of each other Secured Party Note Holder in the exact form received by such Grantor (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 6.1; provided provided, however, that if any Grantor has made payment to the Secured Parties Note Holders of all or any part of the Secured Obligations and the Termination Date has occurredoccurred more than one year preceding such request, then at such Grantor’s request, the Administrative Collateral Agent (on behalf of the Secured PartiesNote Holders) 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. In furtherance of the foregoing, at all times prior to the first anniversary of the Termination Date, each Grantor the Grantors shall refrain from taking any action or commencing any proceeding against any Obligor the Notes Issuer (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 PartyNote Holder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Interface Inc)

Postponement of Subrogation, etc. Each The Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Credit Document to which it is a party, nor shall any the Grantor seek or be entitled to seek any contribution or reimbursement from any ObligorCredit Party, in respect of any payment made under any Loan Credit Document or otherwise, until following the Termination Date. Any amount paid to any the Grantor 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 Collateral Agent for its benefit and the ratable benefit of each other Secured Party in the exact form received by such the Grantor (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 6.1; provided provided, however, that if any the Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then at such the Grantor’s 's request, the Administrative Collateral Agent (on behalf of the Secured Parties) will, at the expense of such the Grantor, execute and deliver to such the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Grantor of an interest in the Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each the Grantor 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 this Security Agreement to any Secured Party.

Appears in 1 contract

Samples: Borrower Pledge and Security Agreement (Ironton Iron Inc)

Postponement of Subrogation, etc. Each Grantor Guarantor 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 any Grantor Guarantor seek or be entitled to seek any contribution or reimbursement from any ObligorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor 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 Administrative Agent for its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 6.12.7; provided that if any Grantor Guarantor has made payment to the Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then at such GrantorGuarantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorGuarantor, execute and deliver to such Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Guarantor of an interest in the Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor Guarantor shall refrain from taking any action or commencing any proceeding against any Obligor Loan 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 Guaranty to any Secured Party.

Appears in 1 contract

Samples: Security Agreement (Asyst Technologies Inc)

Postponement of Subrogation, etc. Each Grantor 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 Security Agreement, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following after the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties Party 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 (duly endorsed in favor of the Administrative Agent, if required), to be and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) the terms of Section 6.1the Credit Agreement; provided provided, however, that if if: any Grantor has made payment to the Secured Parties Party of all or any part of the Obligations Secured Obligations; and the Termination Date has occurred; then the Secured Party agrees that, then at such Grantor’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Grantor, 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 paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor 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 Security Agreement to any the Secured Party.. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Grantor may take such action required to preserve any rights it has by way of rights of subrogation as consented to by the Secured Party in its reasonable discretion. REPRESENTATIONS AND WARRANTIES

Appears in 1 contract

Samples: Borrower Copyright Security Agreement (Titan Corp)

Postponement of Subrogation, etc. Each Grantor The Company agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall any Grantor the Company seek or be entitled to seek any contribution or reimbursement from any Obligorother Loan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor the Company 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 its benefit and the ratable benefit of each other the Secured Party Parties in the exact form received by such Grantor the Company (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 clause (b) of Section 6.12.7; provided that if any Grantor the Company 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 the Company's request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Grantorthe Company, execute and deliver to such Grantor the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Company of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor the Company shall refrain from taking any action or commencing any proceeding against any Obligor other Loan 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 Guaranty to any Secured Party.

Appears in 1 contract

Samples: Credit Agreement (Wiley John & Sons Inc)

Postponement of Subrogation, etc. Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Credit Document to which it is a party, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any ObligorCredit Party, in respect of any payment made under any Loan Credit Document or otherwise, until following the Termination Date. Any amount paid to any Grantor 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 Collateral Agent for its benefit and the ratable benefit of each other Secured Party in the exact form received by such Grantor (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 6.1; provided provided, however, that if any Grantor has made payment to the Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then at such Grantor’s 's request, the Administrative Collateral Agent (on behalf of the Secured 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. In furtherance of the foregoing, at all times prior to the Termination Date, each Grantor 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 this Security Agreement to any Secured Party.

Appears in 1 contract

Samples: Subsidiary Pledge and Security Agreement (Ironton Iron Inc)

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