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 Termination Date. Any amount paid to any Grantor on account of any payment made hereunder prior to the Termination Date shall be held in trust for the benefit of Chase and shall immediately be paid to Chase 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 Chase of all or any part of the Obligations; and (b) the Termination Date has occurred, Chase agrees that, at the requesting Grantor’s written request, Chase 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 Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, prior to the Termination Date, each Grantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Agreement to Chase.

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 prior payment made hereunder prior to the Termination Date shall be held in trust for the benefit of Chase and shall immediately be paid to Chase and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if:full in (a) such Grantor has made payment to Chase 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 Termination Date has occurredIntercreditor Agreement, Chase each Secured Party agrees that, at the requesting Grantor’s written 's request, Chase 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, prior to for so long as any Secured Obligations, Term Loan Commitments or any obligations under either the Termination DateSenior 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 Borrower 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 Chaseany 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 payment made hereunder such subrogation rights prior to the Termination Date shall be held in trust for the benefit of Chase the Secured Parties and shall immediately be paid and turned over to Chase the 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 Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms clause (b) of the Credit AgreementSection 6.1; provided, however, that if: (a) such if any Grantor has made payment to Chase the Secured Parties of all or any part of the Obligations; and (b) Secured Obligations and the Termination Date has occurred, Chase agrees thatthen at such Grantor's request, the Collateral Agent (on behalf of the Secured Parties) will, at the requesting expense of such Grantor’s written request, Chase 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, at all times prior to the Termination Date, each Grantor shall refrain from taking any action or commencing any proceeding against any Borrower 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 Chaseany 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 DateDischarge of Second Priority Claims. Any amount paid to any Grantor on account of any payment made hereunder prior to the Termination Date Discharge of Second Priority Claims shall be held in trust for the benefit of Chase the Perfection Agent and shall immediately be paid to Chase and credited and the Perfection Agent applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Intercreditor Agreement; provided, however, that if: (a) if such Grantor has made payment to Chase the Collateral Agent of all or any part of the Obligations; and (b) Second Priority Claims and the Termination Date Discharge of Second Priority Claims has occurred, Chase agrees thatthen at such Grantor's request, the Collateral Agent will, at the requesting expense of such Grantor’s written request, Chase 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 such Obligations resulting from such payment by such Grantorpayment. In furtherance of the foregoing, at all times prior to the Termination DateDischarge of Second Priority Claims, each Grantor shall refrain from taking any action or commencing any proceeding against the Issuer or any Borrower other Grantors (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 Chase.the Collateral Agent, the Trustee or any Holder. ARTICLE III

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 to the Termination Date shall be held in trust for the benefit of Chase the Secured Parties and shall immediately be paid to Chase the Secured Parties and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; provided, however, that if: (a) such Grantor has made payment to Chase the Secured Parties of all or any part of the Secured Obligations; , and (b) the Termination Date has occurred, Chase each Secured Party agrees that, at the requesting Grantor’s written request's request and sole expense, Chase 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, prior to the Termination Datefor so long as any Secured Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Issuer or any Borrower other 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 Chaseany 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 Dateprior payment in full in cash of all Secured Obligations. Any amount paid to any Grantor on account of any payment made hereunder prior to the Termination Date payment in full in cash of all Secured Obligations shall be held in trust for the benefit of Chase the Secured Parties and shall immediately be paid to Chase the Secured Parties and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; provided, however, that if: (a) such Grantor has made payment to Chase the Secured Parties of all or any part of the Secured Obligations; , and (b) the Termination Date has occurredall Secured Obligations have been paid in full in cash, Chase each Secured Party agrees that, at the requesting Grantor’s written 's request, Chase 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, prior to the Termination Datefor so long as any Secured Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Company or any Borrower other 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 Chaseany Secured Party.