Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. Each Credit Party agrees that it shall not exercise any rights which it may acquire by way of rights of subrogation under any Operative Document to which it is a party, nor shall any Credit Party seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, under any other Operative Document or otherwise, until following the Termination Date. Any amount paid to any Credit Party on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lenders and shall immediately be paid and turned over to the Lenders in the exact form received by such Credit Party (duly endorsed in favor of the Lenders, if required), to be credited and applied against the Obligations, whether matured or unmatured; provided, however, that if (i) any Credit Party has made payment to the Lenders of all or any part of the Obligations; and (ii) the Termination Date has occurred; then at such Credit Party's request, the Lenders shall, at the expense of such Credit Party, execute and deliver to such Credit Party appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Credit Party of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, each Credit Party shall refrain from taking any action or commencing any proceeding against any Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under any Operative Document to the Lenders.

Postponement of Subrogation, etc. Each Credit Party Pledgor hereby agrees that it shall will not exercise any rights which it may acquire by way of rights of subrogation under any Operative Document to which it is a party, nor shall any Credit Party seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect reason of any payment made hereunder, under any other Operative Document whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any amount paid to any Credit Party Pledgor on account of any such subrogation rights payment made hereunder prior to the Termination Date shall be held in trust for the benefit of the Lenders Chase and shall immediately promptly be paid to Chase and turned over to the Lenders in the exact form received by such Credit Party (duly endorsed in favor of the Lenders, if required), to be credited and applied against the Obligations, whether matured or unmatured; provided, however, that if if (ia) any Credit Party Pledgor has made payment to the Lenders Chase of all or any part of the Obligations; and , and (iib) the Termination Date has occurred; then , Chase agrees that, at such Credit Party's Pledgor’s request, the Lenders shall, at the expense of such Credit Party, Chase will execute and deliver to such Credit Party Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Credit Party Pledgor of an interest in the Obligations resulting from such paymentpayment by such Pledgor. In furtherance of the foregoing, at all times prior to the Termination Date, each Credit Party Pledgor shall refrain from taking any action or commencing any proceeding against any Obligor Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under any Operative Document this Agreement to the LendersChase.

Postponement of Subrogation, etc. Each Credit Party Pledgor hereby agrees that it shall will not exercise any rights which it may acquire by way of rights of subrogation under any Operative Document to which it is a party, nor shall any Credit Party seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect reason of any payment made hereunder, under any other Operative Document whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any amount paid to any Credit Party Pledgor on account of any such subrogation rights payment made hereunder prior to the Termination Date shall be held in trust for the benefit of the Lenders Secured Parties and shall immediately promptly be paid and turned over to the Lenders in Administrative Agent, for the exact form received by such Credit Party (duly endorsed in favor benefit of the LendersSecured Parties, if required), to be and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if if (ia) any Credit Party Pledgor has made payment to the Lenders Administrative Agent for the benefit of the Secured Parties of all or any part of the Obligations; and , and (iib) the Termination Date has occurred; then , each Secured Party agrees that, at such Credit Party's Pledgor’s request, the Lenders shallAdministrative Agent, at on behalf of the expense of such Credit PartySecured Parties, will execute and deliver to such Credit Party Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Credit Party Pledgor of an interest in the Obligations resulting from such paymentpayment by such Pledgor. In furtherance of the foregoing, at all times prior to the Termination Date, each Credit Party Pledgor shall refrain from taking any action or commencing any proceeding against any Obligor Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under any Operative Document this Agreement to the LendersAdministrative Agent or any other Secured Party.

Postponement of Subrogation, etc. Each Credit Party agrees that it shall The Company will not exercise any rights which it may acquire by way of rights of subrogation under any Operative Document to which it is a partythis Guarantee, nor shall any Credit Party seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made hereunder, under any other Operative Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of any Obligor (including any Subsidiary for whose benefit a Letter of Credit was issued). Any amount paid to any Credit Party the Company on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations shall be held in trust for the benefit of the Lenders Bank Parties and shall immediately be paid and turned over to the Lenders in the exact form received by such Credit Party (duly endorsed in favor of the Lenders, if required), to be Administrator and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if if (ia) any Credit Party the Company has made payment to the Lenders Bank Parties of all or any part of the Obligations; , and (b) all Obligations have been paid in full and (ii) all Commitments have been permanently terminated, NYDOCS/1204419.6 each Bank Party agrees that, at the Termination Date has occurred; then at such Credit Party's Company’s request, the Lenders shallAdministrator, at on behalf of the expense of such Credit PartyBank Parties, will execute and deliver to such Credit Party the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Credit Party the Company of an interest in the Obligations of each other Obligor resulting from such paymentpayment by the Company. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, each Credit Party Company shall refrain from taking any action or commencing any proceeding against any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee to any Operative Document to the Lenders.Bank Party]

Postponement of Subrogation, etc. Each Credit Party agrees that it shall The Company will not exercise any rights which it may acquire by way of rights of subrogation under any Operative Document to which it is a partythis Guarantee, nor shall any Credit Party seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made hereunder, under any other Operative Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of any Obligor (including any Subsidiary for whose benefit a Letter of Credit was issued). Any amount paid to any Credit Party the Company on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations shall be held in trust for the benefit of the Lenders Bank Parties and shall immediately be paid and turned over to the Lenders in the exact form received by such Credit Party (duly endorsed in favor of the Lenders, if required), to be Administrator and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if if (ia) any Credit Party the Company has made payment to the Lenders Bank Parties of all or any part of the Obligations; , and (b) all Obligations have been paid in full and (ii) all Commitments have been permanently terminated, each Bank Party agrees that, at the Termination Date has occurred; then at such Credit PartyCompany's request, the Lenders shallAdministrator, at on behalf of the expense of such Credit PartyBank Parties, will execute and deliver to such Credit Party the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Credit Party the Company of an interest in the Obligations of each other Obligor resulting from such paymentpayment by the Company. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, each Credit Party Company shall refrain from taking any action or commencing any proceeding against any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee to any Operative Document to the LendersBank Party.

Postponement of Subrogation, etc. Each Credit Party agrees that it shall The Company will not exercise any rights which it may acquire by way of rights of subrogation under any Operative Document to which it is a partythis Guarantee, nor shall any Credit Party seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of by any payment made hereunder, under any other Operative Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of any Obligor. Any amount paid to any Credit Party the Company on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations shall be held in trust for the benefit of the Lenders Bank Parties and shall immediately be paid and turned over to the Lenders in the exact form received by such Credit Party (duly endorsed in favor of the Lenders, if required), to be Administrator and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if if (ia) any Credit Party the Company has made payment to the Lenders Bank Parties of all or any part of the Obligations; , and (b) all Obligations have been paid in full and (ii) all Commitments have been permanently terminated, each Bank Party agrees that, at the Termination Date has occurred; then at such Credit Party's Company’s request, the Lenders shallAdministrator, at on behalf of the expense of such Credit PartyBank Parties, will execute and deliver to such Credit Party the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Credit Party the Company of an interest in the Obligations of each other Obligor resulting from such paymentpayment by the Company. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, each Credit Party Company shall refrain from taking any action or commencing any proceeding against any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee to any Operative Document to the LendersBank Party.