Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, none of the Guarantors nor the Australian Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by any Guarantor or the Australian Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor or the Australian Borrower, as the case may be, will not prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor or the Australian Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor or the Australian Borrower to such Borrower; and each Guarantor and the Australian Borrower waives any benefit of and any right to participate in any collateral which may be held by any Agent, any Issuing Bank and any Lender. The payment of any amounts due with respect to any Indebtedness of any Borrower now or hereafter held by any Guarantor or the Australian Borrower, as the case may be, is hereby subordinated to the prior payment in full of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be. Each Guarantor and the Australian Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, such Guarantor or the 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 such Guarantor or such Australian Borrower, as the case may be, until the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor or the 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 Australian Borrower, as the case may be, as trustee for the Agents, any Issuing Bank and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Agents, the Issuing Banks and the Lenders on account of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor or the Australian Borrower under the other provisions of this Section 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, any Issuing Bank or any Lender under any separate subordination agreement which any Agent, any Issuing Bank or any Lender may at any time and from time to time entered into with any Guarantor or the Australian Borrower for the benefit of any Agent, any Issuing Bank or any Lender.

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

Subordination; Subrogation. Until the termination of the Commitments and final payment and performance in full in cash of all of the Obligations, none of the Guarantors Guarantors, the Australian Borrower nor the Australian UK Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by any Guarantor Guarantor, the Australian Borrower or the Australian UK Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor Guarantor, the Australian Borrower or the Australian UK Borrower, as the case may be, will not prove any claim in competition with any Agent, any the Issuing Bank or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor Guarantor, the Australian Borrower or the Australian UK Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor Guarantor, the Australian Borrower or the Australian UK Borrower to such Borrower; and each Guarantor Guarantor, the Australian Borrower and the Australian UK Borrower waives any benefit of and any right to participate in any collateral which may be held by any Agent, any the Issuing Bank and any Lender. The payment of any amounts due with respect to any Indebtedness of any Borrower now or hereafter held by any Guarantor Guarantor, the Australian Borrower or the Australian 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 the UK Australian Guaranteed Obligations, as the case may be. Each Guarantor Guarantor, the Australian Borrower and the Australian UK Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations, the UK Guaranteed Obligations or the UK Australian Guaranteed Obligations, as the case may be, such Guarantor Guarantor, the Australian Borrower or the Australian 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 Guarantor, the Australian Borrower or such Australian UK Borrower, as the case may be, until the Guaranteed Obligations, the UK Guaranteed Obligations or the UK Australian Guaranteed Obligations, as the case may be, then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor Guarantor, the Australian Borrower or the Australian 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 Guarantor, the Australian Borrower or the Australian UK Borrower, as the case may be, as trustee for the Agents, any the Issuing Bank and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Agents, the Issuing Banks Bank and the Lenders on account of the Guaranteed Obligations, the UK Guaranteed Obligations or the UK Australian Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor Guarantor, the Australian Borrower or the Australian UK Borrower under the other provisions of this Section ss. 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, any the Issuing Bank or any Lender under any separate subordination agreement which any Agent, any the Issuing Bank or any Lender may at any time and from time to time entered into with any Guarantor Guarantor, the Australian Borrower or the Australian UK Borrower for the benefit of any Agent, any the Issuing Bank or any Lender.

Subordination; Subrogation. Until Except as otherwise specifically provided in this Agreement, the termination Subordinated Creditor shall not ask, demand, sue xxx, take or receive from any of Holdings, the Commitments Borrower and final payment and performance any of their respective Subsidiaries (collectively, the "Debtors"), by setoff or in full in cash any other manner, all or any part of all of the Obligations, none of the Guarantors nor the Australian Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment Indebtedness which may now or hereafter be owing or otherwise payable by any Guarantor or the Australian Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor or the Australian Borrower, as the case may be, will not prove any claim in competition with any Agent, any Issuing Bank Debtor or any Lender in respect successor of any payment hereunder in bankruptcyDebtor, insolvency including, without limitation, a receiver, trustee or reorganization proceedings of any nature; any Guarantor or debtor-in-possession (the Australian Borrowerterm "Debtor" hereinafter including, as the case may be, will not claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor or the Australian Borrower to such Borrower; and each Guarantor and the Australian Borrower waives any benefit of and any right to participate in any collateral which may be held by any Agent, any Issuing Bank and any Lender. 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 "Subordinated Obligations"), including, without limitation, the taking of any Borrower 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 any Guarantor or the Australian 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 the UK Guaranteed Obligations, as the case may be. Each Guarantor and the Australian Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, such Guarantor or the 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 such Guarantor or such Australian Borrower, as the case may be, until the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, then due shall have been fully and indefeasibly paid in full in cashand 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, any Guarantor or the Australian 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 rights of the Subordinated Creditor with respect to the Subordinated Creditor's claims against such Guarantor or the Australian Borrower, as the case may be, as trustee for the Agents, any Issuing Bank Debtor and the Lenders Subordinated Creditor's Liens, if any, in such Debtor's assets and be paid over to the Administrative Agent for the respective accounts proceeds thereof until all of the Agents, the Issuing Banks Obligations have been fully and indefeasibly paid and satisfied and all financing arrangements between such Debtor and the Lenders on account of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor or the Australian Borrower under the other provisions of this Section 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, any Issuing Bank or any Lender under any separate subordination agreement which any Agent, any Issuing Bank or any Lender may at any time and from time to time entered into with any Guarantor or the Australian Borrower for the benefit of any Agent, any Issuing Bank or any LenderParties have been terminated.

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, none of the Guarantors nor the Australian Borrower shall exercise and hereby waives any rights against any Borrower as a result of payment by any Guarantor or the Australian Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and any Guarantor or the Australian Borrower, as the case may be, will not prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in bankruptcy, insolvency or reorganization proceedings of any nature; any Guarantor or the Australian Borrower, as the case may be, will not claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor or the Australian Borrower to such Borrower; and each Guarantor and the Australian Borrower waives any benefit of and any right to participate in any collateral which may be held by any Agent, any Issuing Bank and any Lender. The payment of any amounts due with respect to any Indebtedness of any Borrower now or hereafter held by any Guarantor or the Australian Borrower, as the case may be, is hereby subordinated to the prior payment in full of the Guaranteed Obligations or the UK European Guaranteed Obligations, as the case may be. Each Guarantor and the Australian Borrower agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations or the UK European Guaranteed Obligations, as the case may be, such Guarantor or the 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 such Guarantor or such Australian Borrower, as the case may be, until the Guaranteed Obligations or the UK European Guaranteed Obligations, as the case may be, then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor or the 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 Australian Borrower, as the case may be, as trustee for the Agents, any Issuing Bank and the Lenders and be paid over to the Administrative Agent for the respective accounts of the Agents, the Issuing Banks and the Lenders on account of the Guaranteed Obligations or the UK European Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor or the Australian Borrower under the other provisions of this Section 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, any Issuing Bank or any Lender under any separate subordination agreement which any Agent, any Issuing Bank or any Lender may at any time and from time to time entered into with any Guarantor or the Australian Borrower for the benefit of any Agent, any Issuing Bank or any Lender.