Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. Until the payment and performance in full of all the Obligations, neither the Company nor any UK Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by the Company or any UK Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company or any UK Borrower, as the case may be, will not prove any claim in competition with the Agent or any Bank in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; the Company or any UK Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against the Borrowers in respect of any liability of the Company or such UK Borrower to such Borrower; and the Company and each UK Borrower waives any benefit of and any right to participate in any collateral which may be held by the Agent and any Bank. The payment of any amounts due with respect to any Indebtedness of the Borrowers now or hereafter held by the Company or any UK Borrower, as the case may be, is hereby subordinated to the prior payment in full of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be. Each of the Company and each UK Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, the Company or such UK Borrower, as the case may be, will not demand, xxx for, or otherwise attempt to collect any such Indebtedness of any of the Borrowers to the Company or such UK Borrower, as the case may be, until the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, then due shall have been paid in full. If, notwithstanding the foregoing sentence, the Company or any UK Borrower, as the case may be, shall collect or receive any amounts in respect of such indebtedness, such amounts shall be collected and received by the Company or such UK Borrower, as the case may be, as trustee for the Agent and the Banks and be paid over to the Agent for the respective accounts of the Agent and the Banks on account of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, without affecting in any manner the liability of the Company or any UK Borrower under the other provisions of this ss.8. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Agent or any Bank under any separate subordination agreement which the Agent or any Bank may at any time and from time to time entered into with the Company or any UK Borrower for the benefit of the Agent or any Bank.

Subordination; Subrogation. Until the termination of the Commitments , the Last Out Revolving Commitments and final payment and performance in full in cash of all of the Obligations, neither none of the Company Guarantors nor any UK the Australian Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by any Guarantor or the Company or any UK Australian Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor or the Company or any UK Australian Borrower, as the case may be, will not prove any claim in competition with the Agent any Agent, any Issuing Bank or any Bank Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor or the Company or any UK Australian Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against the Borrowers any Borrower in respect of any liability of such Guarantor or the Company or such UK Australian Borrower to such Borrower; and each Guarantor and the Company and each UK Australian Borrower waives any benefit of and any right to participate in any collateral which may be held by the Agent any Agent, any Issuing Bank and any BankLender. The payment of any amounts due with respect to any Indebtedness of the Borrowers any Borrower now or hereafter held by any Guarantor or the Company or any UK Australian Borrower, as the case may be, is hereby subordinated to the prior payment in full of the Guaranteed Obligations or Subsidiary the European Guaranteed Obligations, as the case may be. Each of Guarantor and the Company and each UK Australian Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or Subsidiary the European Guaranteed Obligations, as the case may be, such Guarantor or the Company or such UK Australian Borrower, as the case may be, will not demand, xxx for, or otherwise attempt to collect any such Indebtedness of any of the Borrowers to the Company such Guarantor or such UK Australian Borrower, as the case may be, until the Guaranteed Obligations or Subsidiary the European Guaranteed Obligations, as the case may be, then due shall have been paid in fullfull in cash. If, notwithstanding the foregoing sentence, any Guarantor or the Company or any UK Australian Borrower, as the case may be, shall collect or receive any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor or the Company or such UK Australian Borrower, as the case may be, as trustee for the Agent Agents, any Issuing Bank and the Banks Lenders and be paid over to the Administrative Agent for the respective accounts of the Agent Agents, the Issuing Banks and the Banks Lenders on account of the Guaranteed Obligations or Subsidiary the European Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor or the Company or any UK Australian Borrower under the other provisions of this ss.8Section 6. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Agent any Agent, any Issuing Bank or any Bank Lender under any separate subordination agreement which the Agent any Agent, any Issuing Bank or any Bank Lender may at any time and from time to time entered into with any Guarantor or the Company or any UK Australian Borrower for the benefit of the Agent any Agent, any Issuing Bank or any BankLender.

Subordination; Subrogation. Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, neither none of the Company Guarantors, the Australian Borrower nor any the UK Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by any Guarantor, the Company Australian Borrower or any the UK Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor, the Company Australian Borrower or any the UK Borrower, as the case may be, will not prove any claim in competition with any Agent, the Agent Issuing Bank or any Bank Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor, the Company Australian Borrower or any the UK Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against the Borrowers any Borrower in respect of any liability of such Guarantor, the Company Australian Borrower or such the UK Borrower to such Borrower; and each Guarantor, the Company Australian Borrower and each the UK Borrower waives any benefit of and any right to participate in any collateral which may be held by any Agent, the Agent Issuing Bank and any BankLender. The payment of any amounts due with respect to any Indebtedness of the Borrowers any Borrower now or hereafter held by any Guarantor, the Company Australian Borrower or any the UK Borrower, as the case may be, is hereby subordinated to the prior payment in full of the Guaranteed Obligations, the UK Guaranteed Obligations or Subsidiary Australian Guaranteed Obligations, as the case may be. Each of Guarantor, the Company Australian Borrower and each the UK Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations, the UK Guaranteed Obligations or Subsidiary the Australian Guaranteed Obligations, as the case may be, such Guarantor, the Company Australian Borrower or such the UK Borrower, as the case may be, will not demand, xxx sue for, or otherwise attempt to collect any such Indebtedness of any of anx xf the Borrowers to such Guarantor, the Company Australian Borrower or such UK Borrower, as the case may be, until the Guaranteed Obligations, the UK Guaranteed Obligations or Subsidiary Australian Guaranteed Obligations, as the case may be, then due shall have been paid in fullfull in cash. If, notwithstanding the foregoing sentence, any Guarantor, the Company Australian Borrower or any the UK Borrower, as the case may be, shall collect or receive any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor, the Company Australian Borrower or such the UK Borrower, as the case may be, as trustee for the Agent Agents, the Issuing Bank and the Banks Lenders and be paid over to the Administrative Agent for the respective accounts of the Agent Agents, the Issuing Bank and the Banks Lenders on account of the Guaranteed Obligations, the UK Guaranteed Obligations or Subsidiary the Australian Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor, the Company Australian Borrower or any the UK Borrower under the other provisions of this ss.8ss. 6. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of any Agent, the Agent Issuing Bank or any Bank Lender under any separate subordination agreement which any Agent, the Agent Issuing Bank or any Bank Lender may at any time and from time to time entered into with any Guarantor, the Company Australian Borrower or any the UK Borrower for the benefit of any Agent, the Agent Issuing Bank or any BankLender.

Subordination; Subrogation. Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, neither none of the Company Guarantors nor any UK the Australian Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by any Guarantor or the Company or any UK Australian Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor or the Company or any UK Australian Borrower, as the case may be, will not prove any claim in competition with the Agent any Agent, any Issuing Bank or any Bank Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor or the Company or any UK Australian Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against the Borrowers any Borrower in respect of any liability of such Guarantor or the Company or such UK Australian Borrower to such Borrower; and each Guarantor and the Company and each UK Australian Borrower waives any benefit of and any right to participate in any collateral which may be held by the Agent any Agent, any Issuing Bank and any BankLender. The payment of any amounts due with respect to any Indebtedness of the Borrowers any Borrower now or hereafter held by any Guarantor or the Company or any UK Australian Borrower, as the case may be, is hereby subordinated to the prior payment in full of the Guaranteed Obligations or Subsidiary the UK Guaranteed Obligations, as the case may be. Each of Guarantor and the Company and each UK Australian Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or Subsidiary the UK Guaranteed Obligations, as the case may be, such Guarantor or the Company or such UK Australian Borrower, as the case may be, will not demand, xxx for, or otherwise attempt to collect any such Indebtedness of any of the Borrowers to the Company such Guarantor or such UK Australian Borrower, as the case may be, until the Guaranteed Obligations or Subsidiary the UK Guaranteed Obligations, as the case may be, then due shall have been paid in fullfull in cash. If, notwithstanding the foregoing sentence, any Guarantor or the Company or any UK Australian Borrower, as the case may be, shall collect or receive any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor or the Company or such UK Australian Borrower, as the case may be, as trustee for the Agent Agents, any Issuing Bank and the Banks Lenders and be paid over to the Administrative Agent for the respective accounts of the Agent Agents, the Issuing Banks and the Banks Lenders on account of the Guaranteed Obligations or Subsidiary the UK Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor or the Company or any UK Australian Borrower under the other provisions of this ss.8Section 6. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Agent any Agent, any Issuing Bank or any Bank Lender under any separate subordination agreement which the Agent any Agent, any Issuing Bank or any Bank Lender may at any time and from time to time entered into with any Guarantor or the Company or any UK Australian Borrower for the benefit of the Agent any Agent, any Issuing Bank or any BankLender.

Subordination; Subrogation. Until Except as otherwise specifically provided in this Agreement, the payment Subordinated Creditor shall not ask, demand, sue for, take or receive from any of Holdings, any Borrower or any of xxeir respective Subsidiaries (collectively, the "Debtors"), by setoff or in any other manner, all or any part of any Indebtedness which may now or hereafter be owing or otherwise payable by any Debtor or any successor of any Debtor, including, without limitation, a receiver, trustee or debtor-in-possession (the term "Debtor" hereinafter including, with respect to any Debtor, any such successor of such Debtor) to the Subordinated Creditor (whether such Indebtedness consists of principal or interest, absolute or contingent) (all such liabilities and performance obligations being referred to in full this Agreement collectively as the "Subordinated Obligations"), including, without limitation, the taking of all any negotiable instruments evidencing the Subordinated Obligations, neither unless and until all obligations, liabilities and indebtedness of such Debtor to the Company nor Lender Parties arising under any UK Borrower shall exercise and hereby waives Loan Document (including, without limitation, under any rights against any Borrower as a result of payment interest rate hedge or foreign currency hedge entered into by the Company or any UK Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company or any UK Borrower, as the case may be, will not prove any claim in competition with the Administrative Agent or any Bank in respect connection therewith) and whether now existing or hereafter arising, or acquired outright, conditionally or as collateral security from another Person by the Lender Parties (all such obligations, indebtedness and liabilities of such Debtor to the Lender Parties being referred to in this Agreement collectively as the "Obligations"), shall have been fully and indefeasibly paid and satisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated. Notwithstanding any right of the Subordinated Creditor to ask, demand, sue for, take or receive any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; the Company or any UK Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against the Borrowers in respect of any liability of the Company or such UK Borrower to such Borrower; and the Company and each UK Borrower waives any benefit of and any right to participate in any collateral which may be held by the Agent and any Bank. The payment of any amounts due with respect to the Subordinated Xxligations of any Indebtedness Debtor, all Liens of the Borrowers Subordinated Creditor, whether now existing or hereafter held by arising, on any assets of any Debtor or on any assets securing the Company or any UK Borrower, as the case may be, is Obligations are hereby subordinated in all respects to all Liens and other rights and interests of the Lender Parties in those assets, and the Subordinated Creditor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations have been fully and indefeasibly paid and satisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated. The Subordinated Creditor agrees that, regardless of whether the Obligations of any Debtor are secured or unsecured, the Lender Parties shall be subrogated to the prior payment in full rights of the Guaranteed Obligations or Subsidiary Guaranteed ObligationsSubordinated Creditor with respect to the Subordinated Creditor's claims against such Debtor and the Subordinated Creditor's Liens, as if any, in such Debtor's assets and the case may be. Each proceeds thereof until all of the Company and each UK Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, the Company or such UK Borrower, as the case may be, will not demand, xxx for, or otherwise attempt to collect any such Indebtedness of any of the Borrowers to the Company or such UK Borrower, as the case may be, until the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, then due shall have been fully and indefeasibly paid in full. If, notwithstanding the foregoing sentence, the Company or any UK Borrower, as the case may be, shall collect or receive any amounts in respect of and satisfied and all financing arrangements between such indebtedness, such amounts shall be collected and received by the Company or such UK Borrower, as the case may be, as trustee for the Agent Debtor and the Banks and be paid over to the Agent for the respective accounts of the Agent and the Banks on account of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, without affecting in any manner the liability of the Company or any UK Borrower under the other provisions of this ss.8. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Agent or any Bank under any separate subordination agreement which the Agent or any Bank may at any time and from time to time entered into with the Company or any UK Borrower for the benefit of the Agent or any BankLender Parties have been terminated.

Subordination; Subrogation. Until Except as otherwise specifically provided in this Agreement, the payment Subordinated Creditor shall not ask, demand, sue xxx, take or receive from any of Holdings, the Borrower and performance any of their respective Subsidiaries (collectively, the "Debtors"), by setoff or in full of any other manner, all the Obligations, neither the Company nor any UK Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by the Company or any UK Borrower, as the case part of any Indebtedness which may be, hereunder, now or hereafter be owing or otherwise payable by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company any Debtor or any UK Borrower, as the case may be, will not prove any claim in competition with the Agent or any Bank in respect successor of any payment hereunder in bankruptcyDebtor, insolvency including, without limitation, a receiver, trustee or reorganization proceedings of any nature; debtor-in-possession (the Company or any UK Borrowerterm "Debtor" hereinafter including, as the case may be, will not claim any set-off, recoupment or counterclaim against the Borrowers in respect of any liability of the Company or such UK Borrower to such Borrower; and the Company and each UK Borrower waives any benefit of and any right to participate in any collateral which may be held by the Agent and any Bank. The payment of any amounts due with respect to any Debtor, any such successor of such Debtor) to the Subordinated Creditor(whether such Indebtedness consists of principal or interest, absolute or contingent) (all such liabilities and obligations being referred to in this Agreement collectively as the Borrowers "Subordinated Obligations"), including, without limitation, the taking of any negotiable instruments evidencing the Subordinated Obligations, unless and until all obligations, liabilities and indebtedness of such Debtor to the Lender Parties arising under any Loan Document and whether now existing or hereafter held arising, or acquired outright, conditionally or as collateral security from another Person by the Company or any UK BorrowerLender Parties (all such obligations, indebtedness and liabilities of such Debtor to the Lender Parties being referred to in this Agreement collectively as the case may be"Obligations"), is hereby subordinated to the prior payment in full of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be. Each of the Company and each UK Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, the Company or such UK Borrower, as the case may be, will not demand, xxx for, or otherwise attempt to collect any such Indebtedness of any of the Borrowers to the Company or such UK Borrower, as the case may be, until the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, then due shall have been fully and indefeasibly paid in fulland satisfied and all financing arrangements between such Debtor and the Lender Parties have been terminated. IfNotwithstanding any right of the Subordinated Creditor to ask, notwithstanding the foregoing sentencedemand, the Company or any UK Borrowersue xxx, as the case may be, shall collect take or receive any amounts payment with respect to the Subordinated Obligations of any Debtor, all Liens of the Subordinated Creditor, whether now existing or hereafter arising, on any assets of any Debtor or on any assets securing the Obligations are hereby subordinated in respect all respects to all Liens and other rights and interests of the Lender Parties in those assets, and the Subordinated Creditor shall have no right to possession of any such indebtednessasset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations have been fully and indefeasibly paid and satisfied and all financing arrangements between such amounts Debtor and the Lender Parties have been terminated. The Subordinated Creditor agrees that, regardless of whether the Obligations of any Debtor are secured or unsecured, the Lender Parties shall be collected and received by subrogated to the Company or rights of the Subordinated Creditor with respect to the Subordinated Creditor's claims against such UK Borrower, as the case may be, as trustee for the Agent Debtor and the Banks Subordinated Creditor's Liens, if any, in such Debtor's assets and be paid over to the Agent for the respective accounts proceeds thereof until all of the Agent Obligations have been fully and indefeasibly paid and satisfied and all financing arrangements between such Debtor and the Banks on account of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, without affecting in any manner the liability of the Company or any UK Borrower under the other provisions of this ss.8. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Agent or any Bank under any separate subordination agreement which the Agent or any Bank may at any time and from time to time entered into with the Company or any UK Borrower for the benefit of the Agent or any BankLender Parties have been terminated.