Each U Sample Clauses
Each U. S. Borrower (herein, the "Waiving Borrower") hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations. Any amount paid to the Waiving Borrower on account of any payment made hereunder prior to the payment in full of all Obligations shall be held in trust for the benefit of any Lender and such holder of a Note and shall immediately be paid to such Lender and such holder of a Note and credited and applied against the Obligations of Waiving Borrower and the other Credit Parties, whether matured or unmatured, in accordance with the terms of this Agreement; provided, however, that if
(1) Waiving Borrower has made payment to such Lender and such holder of a Note of all or any part of the Obligations of any other Obligor, and
(2) all Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, at Waiving Borrower's request, such Lender and the holders of such Notes will execute and deliver to Waiving Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Waiving Borrower of an interest in the Obligations of each other Credit Party resulting from such payment by Waiving Borrower. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, Waiving Borrower shall refrain from taking any action or commencing any proceeding against any other Credit Party (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 or the other Credit Documents in respect of Obligations of any other Credit Party to any Lender or any holder of a Note. Each U.S. Borrower acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the provisions of this Section are knowingly agreed to in contemplation of such benefits.
Each U. S. Lender shall deliver to the Borrower and the Administrative Agent two copies of IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such Lender is exempt from United States backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete, (iii) promptly after the occurrence of a change in such U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.
Each U. S. Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the U.S. Borrower to such U.S. Lender resulting from each U.S. Revolving Credit Loan of such U.S. Lender from time to time, including the amounts of principal and interest payable thereon and paid to such U.S. Lender from time to time under this Agreement.
Each U. S. Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or the U.S. Revolving Lenders with respect to any of the U.S. Finance Obligations or any collateral security therefor until such time as all of the Finance Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any the Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the obligations arising hereunder or thereunder, to the prior payment in full in cash of the U.S. Finance Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any U.S. Borrower, its debts or its assets, whether voluntary or involuntary, all such U.S. Finance Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other U.S. Borrower therefor.
Each U. S. Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness or other obligations owing by any U.S. Borrower to any other U.S. Borrower is hereby subordinated to the prior payment in full in cash of the U.S. Obligations in accordance with the terms of this Agreement. Each U.S. Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such U.S. Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any indebtedness of any other U.S. Borrower owing to such U.S. Borrower until the U.S. Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any U.S. Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such U.S. Borrower as trustee for Agent, and such U.S. Borrower shall deliver any such amounts to Agent for application to the U.S. Obligations in accordance with the terms of this Agreement.
Each U. S. Borrower further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any other U.S. Borrower or any other Person.
Each U. S. Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such U.S. Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any indebtedness of any other U.S. Borrower owing to such U.S. Borrower until the U.S. Finance Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such U.S. Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such U.S. Borrower as trustee for the Administrative Agent, and such U.S. Borrower shall deliver any such amounts to the Administrative Agent for application to the U.S. Finance Obligations in accordance with Section 2.3(b).
Each U. S. Borrower and Canadian Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct (as determined in a final non-appealable decision issued by a court of competent jurisdiction) and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on each such Borrower and shall not result in any liability of any Issuing Lender or L/C Participant to any Borrower.
Each U. S. Borrower Guarantor that is a Buyer Loan Party shall have duly executed and delivered the Closing Date U.S. Subsidiary Guaranty and (b) each Non-U.S. Subsidiary Guarantor that is a Buyer Loan Party shall have duly executed and delivered the Closing Date Non-U.S. Subsidiary Guaranty.
Each U. S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.