Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. Until the Full Payment of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder or payment under the Montrovest LC, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party or any Agent. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the Issuing Banks and the Agents and be paid over to the Applicable Agent, for the benefit of the Lenders, the Issuing Banks and the Agents on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder or payment under the Montrovest LChereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent, any Issuing Bank Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party or any AgentParty. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the Issuing Banks Administrative Agent and the Agents Lenders and be paid over to the Applicable Administrative Agent, for the benefit of the Lenders, the Issuing Banks Agents and the Agents Lenders on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder hereunder, or payment under the Montrovest LC, LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent, any Issuing Bank Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party or any AgentParty. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the Issuing Banks Administrative Agent and the Agents Lenders and be paid over to the Applicable Administrative Agent, for the benefit of the Lenders, the Issuing Banks Agents and the Agents Lenders on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all the Obligations, each Borrower Guarantor agrees not to exercise, exercise and each Borrower Guarantor hereby waives, waives any rights against any the other Loan Party Guarantors as a result of payment by such Borrower hereunder or payment under the Montrovest LCGuarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower Guarantor will not prove any claim in competition with any Agent, any Issuing Bank the Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceedingunder the applicable Debtor Relief Law; no Borrower Guarantor will claim any set-off, recoupment or counterclaim against any the other Loan Party Guarantors in respect of any liability of a Loan Party one Guarantor to any the other Loan PartyGuarantor; and each Borrower Guarantor waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party Lender or any Agent. Each Borrower Guarantor agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower Guarantor will not demand, xxx for or otherwise attempt to collect any Debt Indebtedness of any the other Loan Party Parties to such Borrower Guarantor until Full Payment of all of the ObligationsObligations of the other Loan Parties shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower Guarantor shall collect, enforce or receive any amounts in respect of the Debt Indebtedness of any the other Loan Party Parties in violation of the foregoing sentence while any Obligations of such the other Loan Party Parties are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower Guarantor as trustee for the Lenders, the Issuing Banks Lenders and the Agents Agent and be paid over to the Applicable Agent, for the benefit of the Lenders, the Issuing Banks Lenders and the Agents Agent, on account of the Obligations of such Borrower Guarantor without affecting in any manner the liability of such Borrower the Guarantors under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all the Obligations, each Borrower agrees the Domestic Borrowers shall not to exercise, exercise and each Borrower hereby waives, waive any rights against any other Loan Party the Foreign Borrowers as a result of payment by such Borrower hereunder or payment under the Montrovest LCDomestic Borrowers hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower the Company will not prove any claim in competition with any Agent, any Issuing Bank the Agent or any Lender Bank in respect of any payment hereunder in any bankruptcy, insolvency, or reorganization proceedings of any nature in any Insolvency Proceedingnature; no Borrower the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against any other Loan Party the Foreign Borrowers in respect of any liability of a Loan Party the Domestic Borrowers to any other Loan Partythe Foreign Borrowers; and each Borrower waives the Domestic Borrowers waive any benefit of and any right to participate in the Montrovest LC or any Collateral collateral which may be held by any Secured Party Bank or any the Agent. Each Borrower agrees The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower the Domestic Borrowers will not demand, xxx for or otherwise attempt to collect any Debt Indebtedness of any other Loan Party the Foreign Borrowers to such Borrower the Domestic Borrowers until Full Payment of all of the ObligationsObligations of the Foreign Borrowers shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower the Domestic Borrowers shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party such indebtedness in violation of the foregoing sentence while any Obligations of such other Loan Party the Foreign Borrowers are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower the Domestic Borrowers as trustee for the Lenders, the Issuing Banks and the Agents Agent and be paid over to the Applicable Agent, for the benefit of the Lenders, the Issuing Banks and the Agents Agent on account of the Obligations of such Borrower the Foreign Borrowers without affecting in any manner the liability of such Borrower the Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this the Credit Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all the Obligations, each Borrower Guarantor agrees not to exercise, exercise and each Borrower Guarantor hereby waives, waives any rights against any the other Loan Party Guarantors as a result of payment by such Borrower hereunder or payment under the Montrovest LCGuarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower Guarantor will not prove any claim in competition with any Agent, any Issuing Bank Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceedingunder the applicable Debtor Relief Law; no Borrower Guarantor will claim any set-off, recoupment or counterclaim against any the other Loan Party Guarantors in respect of any liability of a Loan Party one Guarantor to any the other Loan PartyGuarantor; and each Borrower Guarantor waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party Lender or any Agent. Each Borrower Guarantor agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower Guarantor will not demand, xxx for or otherwise attempt to collect any Debt Indebtedness of any the other Loan Party Parties to such Borrower Guarantor until Full Payment of all of the ObligationsObligations of the other Loan Parties shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower Guarantor shall collect, enforce or receive any amounts in respect of the Debt Indebtedness of any the other Loan Party Parties in violation of the foregoing sentence while any Obligations of such the other Loan Party Parties are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower Guarantor as trustee for the Lenders, the Issuing Banks Lenders and the Agents Agent and be paid over to the Applicable Agent, for the benefit of the LendersLenders and Agent, the Issuing Banks and the Agents on account of the Obligations of such Borrower Guarantor without affecting in any manner the liability of such Borrower the Guarantors under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder or payment under the Montrovest LChereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party or any Agent. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, xxx for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the Issuing Banks and the Agents and be paid over to the Applicable Agent, for the benefit of the Lenders, the Issuing Banks and the Agents on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all the Obligations, each Borrower Guarantor agrees not to exercise, exercise and each Borrower Guarantor hereby waives, waives any rights against any the other Loan Party Guarantors as a result of payment by such Borrower hereunder or payment under the Montrovest LCGuarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower Guarantor will not prove any claim in competition with any Agent, any Issuing Bank Agent or any Lender in respect of any payment hereunder in 151 any proceedings of any nature in any Insolvency Proceedingunder the applicable Debtor Relief Law; no Borrower Guarantor will claim any set-off, recoupment or counterclaim against any the other Loan Party Guarantors in respect of any liability of a Loan Party one Guarantor to any the other Loan PartyGuarantor; and each Borrower Guarantor waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party Lender or any Agent. Each Borrower Guarantor agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower Guarantor will not demand, xxx for or otherwise attempt to collect any Debt Indebtedness of any the other Loan Party Parties to such Borrower Guarantor until Full Payment of all of the ObligationsObligations of the other Loan Parties shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower Guarantor shall collect, enforce or receive any amounts in respect of the Debt Indebtedness of any the other Loan Party Parties in violation of the foregoing sentence while any Obligations of such the other Loan Party Parties are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower Guarantor as trustee for the Lenders, the Issuing Banks Lenders and the Agents Agent and be paid over to the Applicable Agent, for the benefit of the LendersLenders and Agent, the Issuing Banks and the Agents on account of the Obligations of such Borrower Guarantor without affecting in any manner the liability of such Borrower the Guarantors under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment in full of all of the Obligations, each the Borrower agrees not to exercise, and each the Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder or payment under the Montrovest LC, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such the Borrower will not prove any claim in competition with any Agent, any Issuing Bank Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no the Borrower will not claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each the Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party the Agent or any AgentLender. Each The Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such the Borrower will not demand, xxx for or otherwise attempt to collect any Debt of any other Loan Party to such the Borrower until Full Payment payment in full of all of the Obligations. If, notwithstanding the foregoing sentence, any the Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the Issuing Banks Agent and the Agents Lenders and be paid over to the Applicable Agent, for the benefit of the Lenders, the Issuing Banks Agent and the Agents Lenders on account of the Obligations of such the Borrower without affecting in any manner the liability of such the Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.