Common use of Subrogation; No Competition with Guarantee Beneficiaries Clause in Contracts

Subrogation; No Competition with Guarantee Beneficiaries. The Guarantor shall not exercise any rights which it may have acquired by way of subrogation, indemnity or contribution under this Guarantee (by virtue of any payment being made by it hereunder, any liability to make payment hereunder, or otherwise), or exercise any right of contribution against any other guarantor, or claim or exercise any right of set-off against the Corporation, or any other guarantor, unless and until all Guaranteed Obligations have been finally paid and performed in full. If any amount shall be paid (including through any exercise of set-off rights) to the Guarantor arising out of or based upon such right of subrogation, indemnity, contribution or set-off at a time when the Guaranteed Obligations have not been paid and performed in full, such amount (in the case of a set-off, an amount equal to such set-off in fact exercised by it) shall be deemed to have been paid to the Guarantor for the benefit of, and held by the Guarantor in trust for, the Holders and the Other Noteholders on a proportionate basis, and forthwith upon receipt paid over to the Holders and the Other Noteholders or their nominee on a proportionate basis until the Corporation’s indebtedness and liabilities to the Holders and the Other Noteholders, whether matured or unmatured, is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the Guarantee Beneficiaries under this Guarantee.

Subrogation; No Competition with Guarantee Beneficiaries. The Guarantor shall not exercise any rights which it may have acquired by way of subrogation, indemnity or contribution under this Guarantee (by virtue of any payment being made by it hereunder, any liability to make payment hereunder, or otherwise), or exercise any right of contribution against any other indemnitor or guarantor, or claim or exercise any right of set-off against the Corporation, any Obligor or any other indemnitor or guarantor, unless and until all Guaranteed Obligations have been finally paid and performed in full. If any amount shall be paid (including through any exercise of set-off rights) to the Guarantor arising out of or based upon such right of subrogation, indemnity, contribution or set-off at a time when the Guaranteed Obligations have not been paid and performed in full, such amount (in the case of a set-off, an amount equal to such set-off in fact exercised by it) shall be deemed to have been paid to the Guarantor for the benefit of, and held by the Guarantor in trust for, the Holders Collateral Agent (for itself and the rateable benefit of the other Secured Parties) and the Other Noteholders on a proportionate basis, Senior Creditors and shall forthwith upon receipt be paid over to the Holders Collateral Agent and the Other Noteholders or their nominee Senior Creditors on a proportionate basis until the Corporation’s indebtedness and liabilities to the Holders and the Other Noteholders, whether matured or unmatured, is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of pro rata basis. If (i) the Guarantor performs or makes payment to the Guarantee Beneficiaries of all amounts owing by the Guarantor under this Guarantee, and (ii) the Guaranteed Obligations are performed and irrevocably paid in full, then the Guarantee Beneficiaries will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to the Guarantor of the Guarantee Beneficiaries’ interest in the Guaranteed Obligations and any security held therefor resulting from such performance or payment by the Guarantor.

Subrogation; No Competition with Guarantee Beneficiaries. The Guarantor shall not exercise any rights which it may have acquired by way of subrogation, indemnity or contribution under this Guarantee (by virtue of any payment being made by it hereunder, any liability to make payment hereunder, or otherwise), or exercise any right of contribution against any other guarantor, or claim or exercise any right of set-off against the CorporationBorrower, any other Material Subsidiary or any other guarantor, unless and until all Guaranteed Obligations have been finally paid and performed in full. If any amount shall be paid (including through any exercise of set-off rights) to the Guarantor arising out of or based upon such right of subrogation, indemnity, contribution or set-off at a time when the Guaranteed Obligations have not been paid and performed in full, such amount (in the case of a set-off, an amount equal to such set-off in fact exercised by it) shall be deemed to have been paid to the Guarantor for the benefit of, and held by the Guarantor in trust for, the Holders Guarantee Beneficiaries and the Other Noteholders on a proportionate basis, and shall forthwith upon receipt be paid over to the Holders Guarantee Beneficiaries to be credited and the Other Noteholders or their nominee on a proportionate basis until the Corporation’s indebtedness and liabilities applied to the Holders and the Other NoteholdersGuaranteed Obligations, whether matured or unmatured, is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the Guarantee Beneficiaries under this Guarantee.

Subrogation; No Competition with Guarantee Beneficiaries. The Each Guarantor shall not exercise any rights which it may have acquired by way of subrogation, indemnity or contribution under this Guarantee (by virtue of any payment being made by it hereunder, any liability to make payment hereunder, or otherwise), or exercise any right of contribution against any other indemnitor or guarantor, or claim or exercise any right of set-off against the Corporation, any Obligor or any other indemnitor or guarantor, unless and until all Guaranteed Obligations have been finally paid and performed in full. If any amount shall be paid (including through any exercise of set-off rights) to the any Guarantor arising out of or based upon such right of subrogation, indemnity, contribution or set-off at a time when the Guaranteed Obligations have not been paid and performed in full, such amount (in the case of a set-off, an amount equal to such set-off in fact exercised by it) shall be deemed to have been paid to the such Guarantor for the benefit of, and held by the such Guarantor in trust for, the Holders Collateral Agent (for itself and the rateable benefit of the other Secured Parties) and the Other Noteholders on a proportionate basis, Senior Creditors and shall forthwith upon receipt be paid over to the Holders Collateral Agent and the Other Noteholders or their nominee Senior Creditors on a proportionate basis until pro rata basis. If (i) the Corporation’s indebtedness and liabilities to the Holders and the Other Noteholders, whether matured Guarantors performs or unmatured, is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor makes payment to the Guarantee Beneficiaries of all amounts owing by such Guarantors under this Guarantee, and (ii) the Guaranteed Obligations are performed and irrevocably paid in full, then the Guaranteed Beneficiaries will, at any Guarantor’s request, execute and deliver to the Guarantors appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to the Guarantors of the Guarantee Beneficiaries’ interest in the Guaranteed Obligations and any security held therefor resulting from such performance or payment by such Guarantors.

Subrogation; No Competition with Guarantee Beneficiaries. The Guarantor shall not exercise any rights which it may have acquired by way of subrogation, indemnity or contribution under this Guarantee (by virtue of any payment being made by it hereunder, any liability to make payment hereunder, or otherwise), or exercise any right of contribution against the Borrower or any other guarantorBorrower Group Obligor, or claim or exercise any right of set-off against the Corporation, Borrower or any other guarantorBorrower Group Obligor, unless and until all Guaranteed Obligations have been finally paid and performed in full. If any amount shall be paid (including through any exercise of set-off rights) to the Guarantor arising out of or based upon such right of subrogation, indemnity, contribution or set-off at a time when the Guaranteed Obligations have not been paid and performed in full, such amount (in the case of a set-off, an amount equal to such set-off in fact exercised by it) shall be deemed to have been paid to the Guarantor for the benefit of, and held by the Guarantor in trust for, the Holders Guarantee Beneficiaries and the Other Noteholders on a proportionate basis, and shall forthwith upon receipt be paid over to the Holders Guarantee Beneficiaries to be credited and the Other Noteholders or their nominee on a proportionate basis until the Corporation’s indebtedness and liabilities applied to the Holders and the Other NoteholdersGuaranteed Obligations, whether matured or unmatured, is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the Guarantee Beneficiaries under this Guarantee.