Common use of Subrogation, etc Clause in Contracts

Subrogation, etc. Upon payment by the Company of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of such Borrowing Subsidiary, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existing.

Subrogation, etc. Upon Notwithstanding any payment or payments made by the Company Pledgor or the exercise by the Collateral Agent of any sum of the remedies provided under this Agreement or any other Financing Document, until the Secured Obligations have been indefeasibly paid in full in cash or cash equivalents and all commitments of the Senior Secured Parties under the Financing Documents shall have terminated, the Pledgor shall have no claim (as defined in 11 U.S.C. ss. 101(5)) of subrogation to any of the Administrative rights of the Collateral Agent against the Partnership, the Funding Corporation, the Pledged Collateral or any guaranty held by the Collateral Agent for the ratable benefit satisfaction of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations Secured Obligations, nor shall the Pledgor have any claims (as defined in 11 U.S.C. ss. 101(5)) for reimbursement, indemnity, exoneration or contribution from the Partnership or the Funding Corporation in respect of a Borrowing Subsidiary shall remain outstanding payments made by the Pledgor hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of Notwithstanding the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If if any amount shall be paid to the Company Pledgor on account of such subrogation subrogation, reimbursement, indemnity, exoneration or contribution rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expiredtime, such amount shall be held by the Pledgor in trust for the benefit Collateral Agent segregated from other funds of the Banks Pledgor, and shall be paid turned over to the Administrative Collateral Agent for in the benefit exact form received by the Pledgor (duly endorsed by the Pledgor to the Collateral Agent if required) to be applied against the Secured Obligations in such amounts and in such order as the Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryIntercreditor Agreement, whether matured or unmaturedas otherwise expressly provided herein, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existingmay elect.

Subrogation, etc. Upon At any time that a payment is made by either Borrower with respect to the Company Obligations, such Borrower shall have a right of contribution against the other Borrower in the maximum amount permitted by applicable law, which right of contribution shall be subject to adjustment at the time of any sum subsequent payment with respect to the Administrative Agent for Obligations; provided, that the ratable benefit maximum aggregate liability of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding hereunder, all either Borrower with respect to such contribution rights of the Company against other Borrower shall not exceed the maximum amount of liability that such Borrowing Subsidiary arising as a result thereoffirst Borrower can incur without rendering such contribution rights void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfers, and not for any greater amount, and provided further, that neither Borrower will exercise any such contribution rights or any other rights which it may acquire by reason of any payment made hereunder, whether by way of right rights of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate Obligations and junior in right the termination of all Commitments. Any amount paid to either Borrower on account of any payment made hereunder prior to the prior indefeasible payment in full of all Obligations other than intercompany payments or reimbursements made in the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance ordinary course of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations businesses of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount each Borrower shall be held in trust for the benefit of the Banks Agent and the Lenders and shall immediately be paid to the Administrative Agent for the benefit of the Banks to be and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryObligations, whether matured or unmatured, in accordance with the terms of this Agreement and the Credit Agreement or to be held by the Administrative Agent for the benefit other Loan Documents. In furtherance of the Banks foregoing, for so long as collateral security for any Obligations thereafter existingObligation or any Commitment remains outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Agreement to the Agent and the Lenders.

Subrogation, etc. Upon At any time that a payment is made by either Borrower with respect to the Company Obligations, such Borrower shall have a right of contribution against the other Borrower in the maximum amount permitted by applicable law, which right of contribution shall be subject to adjustment at the time of any sum subsequent payment with respect to the Administrative Agent for Obligations; provided that the ratable benefit maximum aggregate liability of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding hereunder, all either Borrower with respect to such contribution rights of the Company against other Borrower shall not exceed the maximum amount of liability that such Borrowing Subsidiary arising as a result thereoffirst Borrower can incur without rendering such contribution rights void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfers, and not for any greater amount, and provided further, that neither Borrower will exercise any such contribution rights or any other rights which it may acquire by reason of any payment made hereunder, whether by way of right rights of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate and junior in right Obligations. Any amount paid to either Borrower under this Section 10.17 on account of any payment made hereunder prior to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Agent and Lenders and shall immediately be paid to the Administrative Agent for the benefit of the Banks to be and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryObligations, whether matured or unmatured, in accordance with the terms of this Agreement and the Credit Agreement or to be held by the Administrative Agent for the benefit other Loan Documents. In furtherance of the Banks foregoing, for so long as collateral security for any Obligations thereafter existingObligation or any Commitment remains outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Agreement to Agent and Lenders.

Subrogation, etc. Upon Notwithstanding any payment or payments made by ------------------ such Pledgor or the Company exercise by Collateral Agent of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations remedies provided under this Stock Pledge Agreement or any of a Borrowing Subsidiary the Financing Documents, each Pledgor shall remain outstanding hereunder, all have no claim (as defined in 11 U.S.C. (S) 101(5)) of subrogation to any of the rights of the Company Holders against such Borrowing Subsidiary arising as a result thereofIssuer, any Pledgor or any Collateral or guaranty held by way the Holders of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent Senior Secured Notes and the BanksPermitted Additional Senior Lenders, if any, for the satisfaction of any of the Obligations, nor shall such Pledgor have any claims (as defined in 11 U.S.C. (S) 101(5)) for reimbursement, indemnity, exoneration or contribution from Issuer in respect of payments made by such Pledgor hereunder. In furtherance of Notwithstanding the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If if any amount shall be paid to the Company a Pledgor on account of such subrogation subrogation, reimbursement, indemnity, exoneration or contribution rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expiredtime, such amount shall be held by such Pledgor in trust for the benefit Holders of the Banks Senior Secured Notes, and Permitted Additional Senior Lenders if any, segregated from other funds of such Pledgor, and shall be paid turned over to the Administrative Collateral Agent for the benefit of the Banks to be credited Holders of the Senior Secured Notes and applied upon the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryPermitted Additional Senior Lenders, whether matured or unmaturedif any, in accordance with the terms of the Credit Agreement or exact form received by such Pledgor (duly endorsed by such Pledgor to be held by the Administrative Collateral Agent for the benefit of Trustee, the Banks Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, if required), to be applied against such amounts in such order as collateral security for any Obligations thereafter existingCollateral Agent may elect.

Subrogation, etc. Upon payment by the Company of any sum to the ---------------- Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of such Borrowing Subsidiary, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existing.

Subrogation, etc. Upon payment The Guarantor will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall until the prior payment in all respects be subordinate and junior in right full of payment the Guaranteed Obligations. Any amount paid to the Guarantor on account of any payment made hereunder prior indefeasible to the payment in full of all the Borrowing Subsidiary Guaranteed Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Lender Parties and shall immediately be paid to the Administrative Agent (for the ratable benefit of the Banks to be Lender Parties) and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement Loan Agreement; provided, however, upon the payment in full of all Guaranteed -------- ------- Obligations, the Guarantor and the Agent agree that, at the Guarantor's request and expense, the Agent will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty except to be held the effect that the Agent shall not have theretofore transferred or otherwise disposed of any such interest) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations from such payment by the Administrative Agent for the benefit Guarantor. In furtherance of the Banks foregoing, for so long as collateral security for any Guaranteed Obligations thereafter existingremain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding adverse to the interests of the Lender Parties against the Borrower (whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Agreement to the Lender Parties.