Common use of Subordination Agreements of the Borrowers Clause in Contracts

Subordination Agreements of the Borrowers. (a) Each of the Borrowers hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any other Borrower to such Borrower is hereby subordinated to the prior payment in full in cash of the Obligations of such Borrower as set forth in the following sentence. If such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and before payment in full in cash of the Obligations, such amounts shall be collected, enforced, received by such Borrower as trustee for the Agents and be paid over to the Applicable Agent for the pro rata accounts of the Secured Parties to be applied to repay (or be held as security for the repayment of) the applicable Obligations pursuant to this Credit Agreement and the Collateral Documents. (b) The payment of any amounts due with respect to any indebtedness of the Borrowers for money borrowed or credit received now or hereafter owed to the Guarantors is hereby subordinated to the prior payment in full in cash of all of the Obligations as set forth in the following sentence. If any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties and the Agents and be paid over to the Agents, for the benefit of the Secured Parties and the Applicable Agent on account of the Obligations without affecting in any manner the liability of such Guarantor under the other provisions hereof. (c) The provisions of this §6.14 are made for the benefit of the Agents and the other Secured Parties and their successors and assigns, and may be enforced in good faith by them from time to time against any Borrower as often as the occasion therefor may arise and without requirement on the part of any Agent or the Lenders first to marshal any of their claims or to exercise any of their rights against any other Borrower or to exhaust any remedies available to them against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this §6.14 shall remain in effect until all of the Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid in full in cash. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or the other Secured Parties upon the insolvency, bankruptcy or reorganization of any Borrower or is repaid in good faith settlement of a pending or threatened avoidance claim, or otherwise, the provisions of this §6.14 will forthwith be reinstated in effect, as though such payment had not been made.

Subordination Agreements of the Borrowers. (a) Each of the Borrowers hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any other Borrower to such Borrower is hereby subordinated to the prior payment in full in cash of the Obligations of such Borrower as set forth in the following sentence. If such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and before payment in full in cash of the Obligations, such amounts shall be collected, enforced, received by such Borrower as trustee for the Agents and be paid over to the Applicable Agent for the pro rata accounts of the Secured Parties Applicable Lenders to be applied to repay (or be held as security for the repayment of) the applicable Obligations pursuant to this Credit Agreement and the Collateral DocumentsObligations. (b) The payment of any amounts due with respect to any indebtedness of the Borrowers for money borrowed or credit received now or hereafter owed to the Guarantors is hereby subordinated to the prior payment in full in cash of all of the Obligations as set forth in the following sentence. If any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties Lenders and the Agents and be paid over to the Agents, for the benefit of the Secured Parties Lenders and the Applicable Agent on account of the Obligations without affecting in any manner the liability of such Guarantor under the other provisions hereof. (c) The provisions of this §6.14 are made for the benefit of the Agents and the other Secured Parties Lenders and their successors and assigns, and may be enforced in good faith by them from time to time against any Borrower as often as the occasion therefor may arise and without requirement on the part of any Agent or the Lenders first to marshal any of their claims or to exercise any of their rights against any other Borrower or to exhaust any remedies available to them against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this §6.14 shall remain in effect until all of the Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid in full in cashor otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or the other Secured Parties Lenders upon the insolvency, bankruptcy or reorganization of any Borrower or is repaid in good faith settlement of a pending or threatened avoidance claim, or otherwise, the provisions of this §6.14 will forthwith be reinstated in effect, as though such payment had not been made.

Subordination Agreements of the Borrowers. (a) Each of the Borrowers hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any other Borrower to such Borrower is hereby subordinated to the prior payment in full in cash of the Obligations of such Borrower as set forth in the following sentence. If such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and before payment in full in cash of the Obligations, such amounts shall be collected, enforced, received by such Borrower as trustee for the Agents and be paid over to the Applicable Agent for the pro rata accounts of the Secured Parties to be applied to repay (or be held as security for the repayment of) the applicable Obligations pursuant to this Credit Agreement and the Collateral Documents. (b) The payment of any amounts due with respect to any indebtedness of the Borrowers for money borrowed or credit received now or hereafter owed to the Guarantors is hereby subordinated to the prior payment in full in cash of all of the Obligations as set forth in the following sentence. If any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties and the Agents and be paid over to the Agents, for the benefit of the Secured Parties and the Applicable Agent on account of the Obligations without affecting in any manner the liability of such Guarantor under the other provisions hereof. (c) The provisions of this §6.14 are made for the benefit of the Agents and the other Secured Parties and their successors and assigns, and may be enforced in good faith by them from time to time against any Borrower as often as the occasion therefor may arise and without requirement on the part of any Agent or the Lenders first to marshal any of their claims or to exercise any of their rights against any other Borrower or to exhaust any remedies available to them against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this §6.14 shall remain in effect until all of the Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid in full in cash. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or the other Secured Parties upon the insolvency, bankruptcy or reorganization of any Borrower or is repaid in good faith settlement of a pending or threatened avoidance claim, or otherwise, the provisions of this §6.14 will forthwith be reinstated in effect, as though such payment had not been made.other

Subordination Agreements of the Borrowers. (a) Each of the Borrowers hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any the other Borrower to such Borrower is hereby subordinated to the prior payment in full in cash of the Obligations of such Borrower as set forth in the following sentenceObligations. If such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and indebtedness before payment in full in cash of the Obligations, such amounts shall be collected, enforced, received by such Borrower as trustee for the Agents Administrative Agent and be paid over to the Applicable Administrative Agent for the pro rata accounts of the Secured Parties relevant Lenders to be applied to repay (or be held as security for the repayment of) the applicable Obligations pursuant to this Credit Agreement and the Collateral Documentsor Canadian Obligations, as applicable. (b) The payment of any amounts due with respect to any indebtedness of the Borrowers or GRO for money borrowed or credit received now or hereafter owed to the Guarantors is hereby subordinated to the prior payment in full in cash of all of the Obligations as set forth in the following sentenceObligations. If any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and indebtedness while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties Lenders and the Agents Administrative Agent and be paid over to the AgentsAdministrative Agent, for the benefit of the Secured Parties Lenders and the Applicable Administrative Agent on account of the Obligations without affecting in any manner the liability of such Guarantor under the other provisions hereof. (c) The provisions of this §6.14 (Section)6.14 are made for the benefit of the Agents Administrative Agent and the other Secured Parties Lenders and their successors and assigns, and may be enforced in good faith by them from time to time against any Borrower either or both of the Borrowers as often as the occasion therefor may arise and without requirement on the part of any the Administrative Agent or the Lenders first to marshal any of their claims or to exercise any of their rights against any the other Borrower or to exhaust any remedies available to them against any the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this §6.14 (Section)6.14 shall remain in effect until all of the Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid in full in cashor otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any the Administrative Agent or the other Secured Parties Lenders upon the insolvency, bankruptcy or reorganization of any Borrower either of the Borrowers or is repaid in good faith settlement of a pending or threatened avoidance claim, or otherwise, the provisions of this §6.14 (Section)6.14 will forthwith be reinstated in effect, as though such payment had not been made.

Subordination Agreements of the Borrowers. (a) Each of the Borrowers hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any the other Borrower to such Borrower is hereby subordinated to the prior payment in full in cash of the Obligations of such Borrower as set forth in the following sentenceObligations. If such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and indebtedness before payment in full in cash of the Obligations, such amounts shall be collected, enforced, received by such Borrower as trustee for the Agents Administrative Agent and be paid over to the Applicable Administrative Agent for the pro rata accounts of the Secured Parties relevant Lenders to be applied to repay (or be held as security for the repayment of) the applicable Obligations pursuant to this Credit Agreement and the Collateral Documentsor Canadian Obligations, as applicable. (b) The payment of any amounts due with respect to any indebtedness of the Borrowers or GWCA for money borrowed or credit received now or hereafter owed to the Guarantors is hereby subordinated to the prior payment in full in cash of all of the Obligations as set forth in the following sentenceObligations. If any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, upon the occurrence and during the continuance of an Event of Default and indebtedness while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties Lenders and the Agents Administrative Agent and be paid over to the AgentsAdministrative Agent, for the benefit of the Secured Parties Lenders and the Applicable Administrative Agent on account of the Obligations without affecting in any manner the liability of such Guarantor under the other provisions hereof. (c) The provisions of this §Section 6.14 are made for the benefit of the Agents Administrative Agent and the other Secured Parties Lenders and their successors and assigns, and may be enforced in good faith by them from time to time against any Borrower either or both of the Borrowers as often as the occasion therefor may arise and without requirement on the part of any the Administrative Agent or the Lenders first to marshal any of their claims or to exercise any of their rights against any the other Borrower or to exhaust any remedies available to them against any the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this §Section 6.14 shall remain in effect until all of the Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid in full in cashor otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any the Administrative Agent or the other Secured Parties Lenders upon the insolvency, bankruptcy or reorganization of any Borrower either of the Borrowers or is repaid in good faith settlement of a pending or threatened avoidance claim, or otherwise, the provisions of this §Section 6.14 will forthwith be reinstated in effect, as though such payment had not been made.