Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. The U.S. Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under the guaranty set forth in this Article X, by any payment made under the guaranty set forth in this Article X or otherwise, until the prior payment in full in cash of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments. Any amount paid to the U.S. Borrower on account of any such subrogation rights prior to the payment in full in cash of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Canadian Note and shall immediately be paid to the Canadian Administrative Agent for the benefit of the Secured Parties and each holder of a Canadian Note and credited and applied against the Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, whether matured or unmatured, in accordance with the terms of this Agreement, but without affecting is impairing in any manner the liability of the U.S. Borrower under any other provision hereof. In furtherance of the foregoing, for so long as any Obligations, Canadian Letters of Credit or Commitments in respect of the Canadian Facility remain outstanding, the U.S. Borrower shall refrain from taking any action or commencing any proceeding against the Canadian Borrower or any other Obligor securing or guaranteeing the Obligations of the Canadian 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 the guaranty set forth in this Article X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The U.S. Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under the guaranty set forth in this Article X, by any payment made under the guaranty set forth in this Article X or otherwise, until the prior payment in full in cash of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments. Any amount paid to the U.S. Borrower on account of any such subrogation rights prior to the payment in full in cash of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments Borrower shall be held in trust for the benefit of the Secured Parties and each holder of a Canadian Note and shall immediately be paid to the Canadian Administrative Agent Agents for the benefit of the Secured Parties and each holder of a Canadian Note and credited and applied against the Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, whether matured or unmatured, in accordance with the terms of this Agreement, but without affecting is impairing in any manner the liability of the U.S. Borrower under any other provision hereof. In furtherance of the foregoing, for so long as any Obligations, Canadian Letters of Credit Obligations or Commitments in respect of the Canadian Facility remain outstanding, the U.S. Borrower shall refrain from taking any action or commencing any proceeding against the Canadian Borrower or any other Obligor securing or guaranteeing the Obligations of the Canadian 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 the guaranty set forth in this Article X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The U.S. Borrower agrees that it Pledgor will not exercise any rights which it may acquire by way reason of rights of subrogation under the guaranty set forth in this Article X, by any payment made under the guaranty set forth in this Article X hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment payment, in full and in cash cash, of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian BorrowerSecured Obligations, the termination or expiration of all Canadian Letters of Credit Credit, the termination of all Rate Protection Agreements in respect of the Canadian Facility and the termination of all Canadian Commitments. Any amount paid to the U.S. Borrower Pledgor on account of any such subrogation rights payment made hereunder prior to the payment in full in cash of all Secured Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Canadian Note and shall immediately be paid to the Canadian Administrative Agent for the benefit of the Secured Parties and each holder of a Canadian Note and credited and applied against the Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian BorrowerSecured Obligations, whether matured or unmatured, in accordance with the terms of this the Credit Agreement; PROVIDED, but without affecting is impairing in HOWEVER, that if (a) the Pledgor has made payment to the Secured Parties and each holder of a Note of all or any manner the liability part of the U.S. Borrower under any other provision hereofSecured Obligations, and (b) all Secured Obligations have been paid in full, all Canadian Letters of Credit have been terminated or expired, all Rate Protection Agreements in respect of the Canadian Facility have been terminated and all Canadian Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Pledgor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Pledgor of an interest in the Secured Obligations resulting from such payment by the Pledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Canadian Letters of Credit or Canadian Commitments remain outstanding or any Rate Protection Agreement in respect of the Canadian Facility remain outstandingremains in full force and effect, the U.S. Borrower Pledgor shall refrain from taking any action or commencing any proceeding against the Canadian Borrower or any other Obligor securing or guaranteeing the Obligations of the Canadian 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 the guaranty set forth in this Article X Pledge Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The U.S. Borrower Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under the guaranty set forth in this Article XSection 11, by any payment made under the guaranty set forth in this Article X Section 11 or otherwise, until the prior payment in full in cash of all Obligations monetary obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit Loan Party under this Agreement and the termination of all Canadian Commitmentseach other Loan Document. Any amount paid to the U.S. Borrower Guarantor on account of any such subrogation rights prior to the payment in full in cash of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments such monetary obligations shall be held in trust for the benefit of the Secured Parties Party and each other holder of a Canadian Note and shall immediately be paid to the Canadian Administrative Agent for the benefit of the Secured Parties and each other holder of a Canadian Note and credited and applied against the Obligations monetary obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian BorrowerLoan Party hereunder and under any other Loan Document, whether matured or unmatured, in accordance with the terms of this Agreement; provided that if (i) the U.S. Borrower Guarantor has made payment to the Secured Parties and each other holder of a Note of all or any part of the monetary obligations of the Canadian Borrower under this Agreement and each other Loan Document, but without affecting is impairing and (ii) all monetary obligations of the Canadian Borrower and each other Canadian Loan Party under this Agreement and each other Loan Document have been paid in any manner full in cash, each Secured Party and each other holder of a Note agrees that, at the liability request of the U.S. Borrower under any Guarantor, the Canadian Administrative Agent, on behalf of the Secured Parties and the other provision hereofholders of the Notes, will execute and deliver to the U.S. Borrower Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the U.S. Borrower Guarantor of an interest in such monetary obligations resulting from such payment by the U.S. Borrower Guarantor. In furtherance of the foregoing, for so long as any Obligations, Canadian Letters of Credit or Commitments in respect of obligations under the Canadian Facility Loan Documents remain outstanding, the U.S. Borrower Guarantor shall refrain from taking any action or commencing any proceeding against the Canadian Borrower or any other Obligor securing or guaranteeing the Obligations of the Canadian 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 the guaranty set forth in this Article X Section 11 to any Secured Party or any other holder of a Note.

Postponement of Subrogation, etc. The U.S. Borrower Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under the guaranty set forth in this Article XGuaranty, by any payment made under the guaranty set forth in this Article X hereunder or otherwise, until the prior payment in full in cash of or cash collateralization in full of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian BorrowerFacility Obligor, the termination termination, expiration or expiration cash collateralization of all Canadian Letters of Credit Credit, the termination of all Rate Protection Agreements in respect of the Canadian Facility and the termination of all Canadian Commitments. Any amount paid to the U.S. Borrower Guarantor on account of any such subrogation rights prior to the payment in full in cash of all Obligations of the Canadian Borrower and each other Canadian Facility Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Canadian Note and shall immediately be paid to the Canadian Administrative Agent Agents for the benefit of the Secured Parties and each holder of a Canadian Note and credited and applied against the Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian BorrowerFacility Obligor, whether matured or unmatured, in accordance with the terms of this the Credit Agreement; PROVIDED, but without affecting is impairing in HOWEVER, that if (a) the Guarantor has made payment to the Secured Parties of all or any manner the liability part of the U.S. Obligations of the Canadian Borrower under or any other provision hereofCanadian Facility Obligor, and (b) all Obligations of the Canadian Borrower and each other Canadian Facility Obligor have been paid in full in cash or cash collateralization, all Canadian Letters of Credit have been terminated, expired or cash collateralized, all Rate Protection Agreements entered into pursuant to the Credit Agreement in respect of Canadian Commitments have been terminated and all Canadian Commitments have been permanently terminated, each Secured Party agrees that, at the Guarantor's request, the Agents, on behalf of the Secured Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of the Canadian Borrower and each other Canadian Facility Obligor resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations, Canadian Letters of Credit or Commitments in respect Obligations of the Canadian Borrower or any other Canadian Facility Obligor or any Canadian Commitments remain outstanding, the U.S. Borrower Guarantor shall refrain from taking any action or commencing any proceeding against the Canadian Borrower or any other Canadian Facility Obligor securing or guaranteeing the Obligations of the Canadian 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 the guaranty set forth in this Article X Guaranty to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The U.S. Borrower Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under the guaranty set forth in this Article XGuaranty, by any payment made under the guaranty set forth in this Article X hereunder or otherwise, until the prior payment in full in cash of or cash collateralization in full of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination termination, expiration or expiration cash collateralization of all Canadian Letters of Credit Credit, the termination of all Rate Protection Agreements in respect of Canadian Commitments and the termination of all Canadian Commitments. Any amount paid to the U.S. Borrower Guarantor on account of any such subrogation rights prior to the payment in full in cash of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Canadian Note and shall immediately be paid to the Canadian Administrative Agent for the benefit of the Secured Parties and each holder of a Canadian Note and credited and applied against the Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, whether matured or unmatured, in accordance with the terms of this the Credit Agreement; PROVIDED, but without affecting is impairing in HOWEVER, that if (a) the Guarantor has made payment to the Secured Parties and each holder of a Canadian Note of all or any manner the liability part of the U.S. Obligations of the Canadian Borrower, and (b) all Obligations of the Canadian Borrower under any other provision hereofhave been paid in full in cash or cash collateralization in full, all Canadian Letters of Credit have been terminated or expired, all Rate Protection Agreements in respect of Canadian Commitments have been terminated and all Canadian Commitments have been permanently terminated, each Secured Party and each holder of a Canadian Note agrees that, at the Guarantor's request, the Canadian Agent, on behalf of the Secured Parties and the holders of the Canadian Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of the Canadian Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations, Canadian Letters of Credit or Commitments in respect Obligations of the Canadian Facility Borrower or any Canadian Commitments remain outstanding, the U.S. Borrower Guarantor shall refrain from taking any action or commencing any proceeding against the Canadian Borrower or any other Obligor securing or guaranteeing the Obligations of the Canadian 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 the guaranty set forth in this Article X Guaranty to any Secured Party or any holder of a Canadian Note.

Postponement of Subrogation, etc. The U.S. Borrower Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under the guaranty set forth in this Article XGuaranty, by any payment made under the guaranty set forth in this Article X hereunder or otherwise, until the prior payment in full in cash of or cash collateralization in full of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination termination, expiration or expiration cash collateralization of all Canadian Letters of Credit Credit, the termination of all Rate Protection Agreements in respect of the Canadian Commitments and the termination of all Canadian Commitments. Any amount paid to the U.S. Borrower Guarantor on account of any such subrogation rights prior to the payment in full in cash of all Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, the termination or expiration of all Canadian Letters of Credit and the termination of all Canadian Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Canadian Note and shall immediately be paid to the Canadian Administrative Agent for the benefit of the Secured Parties and each holder of a Canadian Note and credited and applied against the Obligations of the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower, whether matured or unmatured, in accordance with the terms of this the Credit Agreement; PROVIDED, but without affecting is impairing in HOWEVER, that if (a) the Guarantor has made payment to the Secured Parties and each holder of a Canadian Note of all or any manner the liability part of the U.S. Obligations of the Canadian Borrower, and (b) all Obligations of the Canadian Borrower under any other provision hereofhave been paid in full in cash or cash collateralization in full, all Canadian Letters of Credit have been terminated, expired or cash collateralized, all Rate Protection Agreements in respect of the Canadian Commitments have been terminated and all Canadian Commitments have been permanently terminated, each Secured Party and each holder of a Canadian Note agrees that, at the Guarantor's request, the Canadian Agent, on behalf of the Secured Parties and the holders of the Canadian Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of the Canadian Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations, Canadian Letters of Credit or Commitments in respect Obligations of the Canadian Facility Borrower or any Canadian Commitments remain outstanding, the U.S. Borrower Guarantor shall refrain from taking any action or commencing any proceeding against the Canadian Borrower or any other Obligor securing or guaranteeing the Obligations of the Canadian 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 the guaranty set forth in this Article X Guaranty to any Secured Party or any holder of a Canadian Note.