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 shall exercise and each hereby waives any rights against any Borrower as a result of payment by any Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor will 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; no Guarantor will claim any set-off, recoupment or counterclaim against any Borrower in respect of any liability of such Guarantor to such Borrower; and each Guarantor 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 is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations, such Guarantor will not demand, xxx for, or otherwise attempt to collect any such Indebtedness of any of the Borrowers to such Guarantor until the Guaranteed Obligations then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor shall collect or receive any amounts in respect of such indebtedness, such amounts shall be collected and received by such Guarantor 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 without affecting in any manner the liability of any Guarantor under the other provisions of this §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 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 the Guarantors Company shall not exercise and each hereby waives any rights against any Borrower the Borrowing Subsidiaries as a result of payment by any Guarantor the Company hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor 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 bankruptcy, insolvency insolvency, or reorganization proceedings of any nature; no Guarantor the Company will not claim any set-off, recoupment or counterclaim against any Borrower the Borrowing Subsidiaries in respect of any liability of such Guarantor the Company to such Borrowerthe Borrowing Subsidiaries; and each Guarantor the Company waives any benefit of and any right to participate in any collateral which may be held by any Bank or the 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 is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Each Guarantor Company agrees that that, after the occurrence and during the continuance of any default in the payment or performance of any of the Guaranteed Obligations, such Guarantor the Company will not demand, sue xxx for, or otherwise attempt to collect any such Indebtedness of any the Borrowing Subsidiaries to the Company until all of the Borrowers to such Guarantor until Obligations of the Guaranteed Obligations then due Borrowing Subsidiaries shall have been paid in full in cashfull. If, notwithstanding the foregoing sentence, any Guarantor the Company shall collect collect, enforce or receive any amounts in respect of such indebtednessindebtedness in violation of the foregoing sentence while any Obligations of the Borrowing Subsidiary are still outstanding, such amounts shall be collected collected, enforced and received by such Guarantor as trustee the Company for the Agents, any Issuing Bank benefit of the Banks and the Lenders Agent (and shall be for the Banks' and the Agent's account and not the Company's account) and be paid over to the Administrative Agent Agent, for the respective accounts benefit of the Agents, the Issuing Banks and the Lenders Agent on account of the Guaranteed Obligations of the Borrowing Subsidiaries without affecting in any manner the liability of any Guarantor the Company under the other provisions of this §6hereof. 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 for the benefit of any Agent, any Issuing Bank or any LenderDocuments.

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 each 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 no 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; no 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 , 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 each 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 no 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; no 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 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 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 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 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.

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 any UK Borrower shall exercise and each hereby waives any rights against any Borrower as a result of payment by the Company or any Guarantor UK Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor the Company or any 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; no Guarantor the Company or any 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 UK Borrower to such Borrower; and the Company and each Guarantor 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 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 Guarantor 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 Guarantor 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 Guarantor 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 in cashfull. If, notwithstanding the foregoing sentence, the Company or any Guarantor 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 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 Subsidiary Guaranteed Obligations, as the case may be, without affecting in any manner the liability of the Company or any Guarantor UK Borrower under the other provisions of this §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 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 UK Borrower shall exercise and each hereby waives any rights against any Borrower as a result of payment by any Guarantor Guarantor, the Australian Borrower or the UK Borrower, as the case may be, hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor any Guarantor, the Australian Borrower or the 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; no Guarantor any Guarantor, the Australian Borrower or the 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 UK Borrower to such Borrower; and each Guarantor Guarantor, the Australian Borrower and the 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 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 Australian Guaranteed Obligations, as the case may be. Each Guarantor Guarantor, the Australian Borrower and 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 the Australian Guaranteed Obligations, as the case may be, such Guarantor Guarantor, the Australian Borrower or 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 Guarantor, the Australian Borrower or such UK Borrower, as the case may be, until the Guaranteed Obligations, the UK Guaranteed Obligations or 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 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 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 Australian Guaranteed Obligations, as the case may be, without affecting in any manner the liability of any Guarantor Guarantor, the Australian Borrower or the UK Borrower under the other provisions of this §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 UK Borrower for the benefit of any Agent, any the Issuing Bank or any Lender.