Common use of Subrogation, etc Clause in Contracts

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation or otherwise, until the prior payment, in full and in cash, of all Obligations of any Borrower. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent and credited and applied against the Obligations of any Borrower, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party.

Subrogation, etc. The Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by any Lender, no Guarantor will not shall exercise any of the rights of the Agent or any Lender which it the Guarantor may acquire by reason way of subrogation, by any payment made hereunder, whether by way reason of rights such set-off or application of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation funds or otherwise, against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the prior payment, Agent and the Lenders by the Company on account of the Obligations are paid in full and in cash, all Revolving Credit Commitments and Letters of all Obligations of Credit have expired or terminated. If any Borrower. Any amount shall be paid to the any Guarantor on account of such subrogation rights at any payment made hereunder prior to time when all of the payment Obligations shall not have been paid in full full, any Letter of all Obligations of any Borrower Credit shall be received and outstanding or the Revolving Credit Commitments shall not have been terminated, such amount shall be held by such Guarantor in trust for the benefit Agent and the Lenders, segregated from other funds of the Lender Parties such Guarantor, and shall immediately shall, forthwith upon receipt by such Guarantor, be paid turned over to the Administrative Agent and credited and in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Agent, if required), to be applied against the Obligations of any BorrowerObligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment order as required by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Partyapplicable Loan Documents.

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogationsubrogation under this Guaranty, reimbursement, contribution indemnity, proof or claim in liquidation by any payment made hereunder or otherwise, until the prior payment, in full and in cash, of all Guaranteed Obligations of any Borrower(or such lesser amount as is required to be paid by Guarantor hereunder pursuant to Section 1) and other amounts owing by Guarantor hereunder. Any amount paid to the Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Guaranteed Obligations of any Borrower and other amounts shall be received and held in trust for the benefit of the Lender Parties Beneficiaries and shall immediately be paid to the Administrative Collateral Agent (or, if all Commercial Paper Notes have been paid in full, Lessor) and credited and applied against the Obligations of any BorrowerGuaranteed Obligations, whether matured or unmatured, in accordance with the terms provisions of Article X of the Credit Participation Agreement; provided, however, that if (a) the Guarantor has made payment to Collateral Agent (or Lessor, as the Lender Parties case may be) of all or any part of the Obligations of any BorrowerGuaranteed Obligations, and (b) all Guaranteed Obligations of any Borrower and other amounts owing by Guarantor hereunder have been paid in full and all Commitments have been permanently terminatedfull, each Lender Party Beneficiary agrees that, at the Guarantor’s 's request, the Administrative Collateral Agent, on behalf of the Lender PartiesBeneficiaries, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations of any Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so So long as any Guaranteed Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against Lessee or any Borrower other Obligor (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in the respect of payments made under this Guaranty to any Lender PartyBeneficiary.

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of any Borrowerthe Borrowers. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower the Borrowers shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent and credited and applied against the Obligations of any Borrowerthe Borrowers, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrowerthe Borrowers, and (b) all Obligations of any Borrower the Borrowers have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s 's request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower the Borrowers resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower the Borrowers (or its their successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party.

Subrogation, etc. The Guarantor Grantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of any the Borrower. Any amount paid to the Guarantor Grantor on account of any payment made hereunder under the Assigned Agreement that is not applied to the Obligations of the Borrower prior to the payment in full of all Obligations of any the Borrower shall be received and held in trust for the benefit of the Lender Parties and shall immediately upon Agent's demand therefor be paid to the Administrative Agent Lender Parties and credited and applied against the Obligations of any the Borrower, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor Grantor has made payment to the Lender Parties of all or any part of the Obligations of any the Borrower, and (b) all Obligations of any the Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party and each holder of a Note agrees that, at the Guarantor’s Grantor's request, the Administrative Agent, on behalf Lender Parties and holders of the Lender Parties, Notes will execute and deliver to the Guarantor Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor Grantor of an interest in the Obligations of any the Borrower resulting from such payment by the GuarantorGrantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor Grantor shall refrain from taking any action or commencing any proceeding against any the Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty the Assignment Agreement that have been applied to any Lender Partythe Obligations of the Borrower.

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation reimbursement or otherwise, until the prior payment, payment in full and in cash, of all Obligations of any Borrowerthe Guaranteed Obligations. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Guaranteed Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent (for the ratable benefit of the Lender Parties) and credited and applied against the Obligations of any BorrowerGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Loan Agreement; provided, however, that if (a) upon the payment in full of all Guaranteed -------- ------- Obligations, the Guarantor has made payment to and the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees Agent agree that, at the Guarantor’s request's request and expense, the Administrative Agent, on behalf of the Lender Parties, Agent will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warrantywarranty except to 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 of any Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding adverse to the interests of the Lender Parties against any the Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty Agreement to any the Lender PartyParties.

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation or otherwise, until the prior payment, in full and in cash, of all Obligations of any Borrower. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Australian Administrative Agent and credited and applied against the Obligations of any Borrower, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s 's request, the Australian Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party.

Subrogation, etc. The Guarantor Neither of the Sponsors will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation or otherwise, until the prior payment, in full and in cash, of all Obligations of any BorrowerGuaranteed Obligations. Any amount paid to either of the Guarantor Sponsors on account of any payment made hereunder prior to the payment in full of all Guaranteed Obligations of any Borrower shall not be received and held in trust for the benefit commingled with assets of the Lender Parties relevant Sponsor and shall immediately be paid to the Administrative Security Agent and credited and applied against the Obligations of any BorrowerGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Loan Agreement; provided, however, that if: (a) either of the Guarantor Sponsors has made payment to the Lender Parties Security Agent of all or any part of the Obligations of any BorrowerGuaranteed Obligations, and (b) all Guaranteed Obligations of any Borrower have been paid in full and all Commitments the commitments of the Banks under or in connection with the Loan Agreement to AMD Saxonia have been permanently terminated, the Security Agent, the Agent, the Paying Agent, and each Lender Party agrees Bank agree that, at the Guarantorrelevant Sponsor’s requestrequest and expense, the Administrative Security Agent, on behalf of the Lender PartiesPaying Agent, the Agent, or such Bank will execute and deliver to the Guarantor such Sponsor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor such Sponsor of an interest in the Guaranteed Obligations of any Borrower resulting from such payment by the Guarantorsuch Sponsor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments commitments by the Banks under or in connection with the Loan Agreement to AMD Saxonia remain outstanding, each of the Guarantor Sponsors shall refrain from taking any action or commencing any proceeding against any Borrower AMD Saxonia (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding proceeding, or otherwise) to recover any amounts in respect of payments made under this Guaranty to the Security Agent, the Agent, the Paying Agent, or any Lender PartyBank.

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of any BorrowerGuaranteed Obligations. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Guaranteed Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties Bank and shall immediately be paid to the Administrative Agent Bank and credited and applied against the Obligations of any BorrowerGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement (or the Pledge Agreement); provided, however, that if (a) the Guarantor has made payment to the Lender Parties Bank of all or any part of the Obligations of any BorrowerGuaranteed Obligations, and (b) all Guaranteed Obligations of any Borrower have been paid in full and all Commitments have been permanently terminatedfull, each Lender Party the Bank agrees that, at the Guarantor’s 's request, the Administrative Agent, on behalf of the Lender Parties, Bank will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations of any Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Guaranteed Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower the Guarantor (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty Agreement to any Lender Partythe Bank.

Subrogation, etc. The Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by any Lender, no Guarantor will not shall exercise any of the rights of the Agent or any Lender which it the Guarantor may acquire by reason way of subrogation, by any payment made hereunder, whether by way reason of rights such set-off or application of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation funds or otherwise, against the Company or any other Guarantor or any collateral security or guarantee or right of set-off held by any Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the prior paymentAgent and the Lenders by the Company on account of the Obligations are paid in full, in full no Standby Letters of Credit are outstanding or not fully cash collateralized and in cash, of all Obligations of the Commitments are terminated. If any Borrower. Any amount shall be paid to the any Guarantor on account of such subrogation or reimbursement rights at any payment made hereunder prior to time when all of the payment Obligations shall not have been paid in full full, any Standby Letter of all Obligations of any Borrower Credit shall be received and outstanding or not fully cash collateralized or the Commitments shall not have been terminated, such amount shall be held by such Guarantor in trust for the benefit Agent and the Lenders, segregated from other funds of the Lender Parties such Guarantor, and shall immediately shall, forthwith upon receipt by such Guarantor, be paid turned over to the Administrative Agent and credited and in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Agent, if required), to be applied against the Obligations of any BorrowerObligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment order as required by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Partyapplicable Credit Documents.

Subrogation, etc. The Guarantor Pledgors will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof reimbursement or claim in liquidation or otherwise, otherwise until the prior paymentindefeasible payment in full, in full and in cash, of all Obligations of any Borrowerthe Borrower and each other Obligor. Any amount paid to the Guarantor any Pledgor on account of any payment made hereunder prior to the payment in full of all Obligations of any the Borrower and each other Obligor shall be received and held in trust for the benefit of the Lender Parties and each holder of a Note and shall immediately be paid to the Administrative Agent Lender Parties and each holder of a Note and credited and applied against the Obligations of any Borrowerthe Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit AgreementAgreements; provided, however, that if (a) the Guarantor any Pledgor has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations of the Borrower or any Borrowerother Obligor, and (b) all Obligations of any the Borrower and each other Obligor have been indefeasibly paid in full full, in cash, and all Commitments have been permanently terminated, each Lender Party and each holder of a Note agrees that, at the Guarantor’s Pledgors' request, the Administrative Agent, on behalf Lender Parties and the holders of the Lender Parties, Notes will execute and deliver to the Guarantor Pledgors appropriate documents (without recourse and without representation or warrantywarranty and at the sole cost and expense of the Pledgors) necessary to evidence the transfer by subrogation to the Guarantor Pledgors of an interest in the Obligations of any the Borrower and each other Obligor resulting from such payment by the GuarantorPledgors. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor Pledgors shall refrain from taking any action or commencing any proceeding against the Borrower or any Borrower other Obligor (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty Pledge Agreement to any Lender PartyParty or any holder of a Note.

Subrogation, etc. The At any time that a payment is made by any Guarantor with respect to the Obligations, such Guarantor shall have a right of contribution against the Company and each other Person (other than any Lender Party) obligated under, or otherwise a party to, any Loan Document (each, an "Obligor") and each other Obligor shall have an obligation to indemnify such Guarantor in me maximum amount permitted by applicable law, which right of contribution and indemnity shall be subject to adjustment at the time of any subsequent payment with respect to the Obligations; provided, however, that the maximum aggregate liability of any Guarantor shall not exceed the maximum amount of liability that such Guarantor can incur without rendering such contribution and indemnity rights void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfers or similar law, and not for any greater amount; provided, further, however, that no Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation 159 reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of any Borrowerthe Company and each other Obligor and the termination of the Commitments and the expiry of the Letters of Credit. Any amount paid to the any Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower the Company and each other Obligor shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent and credited and applied against the Obligations of any Borrowerthe Company and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the any Guarantor has made payment to the Lender Parties of all or any part of the Obligations of the Company or any Borrowerother Obligor, and (b) all Obligations of any Borrower the Company and each other Obligor have been paid in full and all Commitments and Letters of Credit have expired or been permanently terminated, each Lender Party agrees that, at the such Guarantor’s 's request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Obligations of any Borrower the Company and each other Obligor resulting from such payment by the such Guarantor. In furtherance of the foregoing, for so long as any Obligations Obligations, Letters of Credit or Commitments remain outstanding, the each Guarantor shall refrain from taking any action or commencing any proceeding against the Company or any Borrower other Obligor (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party.

Subrogation, etc. The Each Guarantor agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogationsubrogation under this Guaranty, reimbursement, contribution indemnity, proof or claim in liquidation by any payment made hereunder or otherwise, until the prior payment, payment in full and in cash, of all Obligations of any Borrowerthe Borrower and each other Group Company and the termination of all Commitments. Any amount paid to the any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Obligations of any the Borrower and each other Group Company shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent for the benefit of the Lender Parties and credited and applied against the Obligations of any Borrowerthe Borrower and each other Group Company, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the any Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any the Borrower, and (b) all Obligations of any the Borrower have been paid in full in cash, all Letters of Credit have been terminated or expired, and all Commitments have been permanently terminated, each Lender Party agrees that, at the such Guarantor’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Obligations of any the Borrower resulting from such payment by the such Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any Borrower other Group Company (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in the respect of payments made under this Guaranty to any Lender PartyLender.

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of any Borrower. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Canadian Administrative Agent and credited and applied against the Obligations of any Borrower, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s 's request, the Canadian Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party.

Subrogation, etc. The Guarantor At any time that a payment is made by either Borrower with respect to the 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 subsequent payment with respect to the Obligations; provided that the maximum aggregate liability of either Borrower with respect to such contribution rights of the other Borrower shall not exceed the maximum amount of liability that such first 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 not exercise any such contribution rights or any other rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of any BorrowerObligations. Any amount paid to the Guarantor either Borrower under this Section 10.17 on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties Agent and Lenders and shall immediately be paid to the Administrative Agent and credited and applied against the Obligations of any BorrowerObligations, whether matured or unmatured, in accordance with the terms of this Agreement and the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment by the Guarantorother Loan Documents. In furtherance of the foregoing, for so long as any Obligations Obligation or Commitments remain any Commitment remains outstanding, the Guarantor each Borrower shall refrain from taking any action or commencing any proceeding against any the other Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty Agreement to any Lender PartyAgent and Lenders.

Subrogation, etc. The Each Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Loan Party, in respect of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation under any other Loan Document or otherwise, until following the prior payment, in full and in cash, of all Obligations of any BorrowerFinal Termination Date. Any amount paid to the any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Obligations of any Borrower Final Termination Date shall be received and held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Administrative Agent and for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations of any BorrowerObligation, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 2.8; provided, howeverhowever , that if (a) the if any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full Obligation; and all Commitments have been permanently terminated, each Lender Party agrees that, the Final Termination Date has occurred; then at the such Guarantor’s 's request, the Administrative Agent, (on behalf of the Lender Secured Parties) will, will at the expense of such Guarantor, execute and deliver to the such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Obligations of any Borrower Obligation resulting from such payment by the Guarantorpayment. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, at all times prior to the Final Termination Date each Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower Loan Party (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in the respect of payments made under this Guaranty to any Lender Secured Party.

Subrogation, etc. The At any time that a payment is made by any Guarantor with respect to the Obligations, such Guarantor shall have a right of contribution against the Company and each other Person (other than any Lender Party) obligated under, or otherwise a party to, any Loan Document (each, an "Obligor") and each other Obligor shall have an obligation to indemnify such Guarantor in the maximum amount permitted by applicable law, which right of contribution and indemnity shall be subject to adjustment at the time of any subsequent payment with respect to the Obligations; provided, however, that the maximum aggregate liability of any Guarantor shall not exceed the maximum amount of liability that such Guarantor can incur 183 without rendering such contribution and indemnity rights void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfers or similar law, and not for any greater amount; provided, further, however, that no Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of any Borrowerthe Company and each other Obligor and the termination of the Commitments and the expiry of the Letters of Credit. Any amount paid to the any Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower the Company and each other Obligor shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent and credited and applied against the Obligations of any Borrowerthe Company and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the any Guarantor has made payment to the Lender Parties of all or any part of the Obligations of the Company or any Borrowerother Obligor, and (b) all Obligations of any Borrower the Company and each other Obligor have been paid in full and all Commitments and Letters of Credit have expired or been permanently terminated, each Lender Party agrees that, at the such Guarantor’s 's request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Obligations of any Borrower the Company and each other Obligor resulting from such payment by the such Guarantor. In furtherance of the foregoing, for so long as any Obligations Obligations, Letters of Credit or Commitments remain outstanding, the each Guarantor shall refrain from taking any action or commencing any proceeding against the Company or any Borrower other Obligor (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party.

Subrogation, etc. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation or otherwise, until the prior payment, in full and in cash, of all Obligations of any Borrower. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent and credited and applied against the Obligations of any Borrower, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party.

Subrogation, etc. The Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by any Lender, no Guarantor will not shall exercise any of the rights of the Administrative Agent or any Lender which it the Guarantor may acquire by reason way of subrogation, by any payment made hereunder, whether by way reason of rights such set-off or application of subrogation, reimbursement, contribution indemnity, proof or claim in liquidation funds or otherwise, until against the prior payment, in full and in cash, Company or any other Guarantor or any collateral security or guarantee or right of all Obligations of set-off held by any Borrower. Any amount paid to the Guarantor on account of any payment made hereunder prior to Lender for the payment in full of all Obligations of any Borrower shall be received and held in trust for the benefit of the Lender Parties and Obligations, nor shall immediately any Guarantor seek or be paid entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and credited the Lenders by the Company on account of the Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full or the Commitments shall not have been terminated, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Obligations of any BorrowerObligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Guarantor has made payment to the Lender Parties of all or any part of the Obligations of any Borrower, and (b) all Obligations of any Borrower have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at the Guarantor’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of any Borrower resulting from such payment order as required by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower (or its successors or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Partyapplicable Credit Documents.