Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, for the benefit of the Agents and the Lenders on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, hereunder or payment under the Montrovest LC LC, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured PartyParty or any Agent. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent Lenders, the Issuing Banks and the Lenders Agents and be paid over to the Administrative Applicable Agent, for the benefit of the Agents Lenders, the Issuing Banks and the Lenders Agents on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured Party. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, for the benefit of the Agents and the Lenders on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment termination of the Commitments and final payment and performance in full in cash of all of the Obligations, each Borrower agrees not to exercise, none of the Guarantors shall exercise and each Borrower hereby waives, waives any rights against any other Loan Party Borrower as a result of payment by such Borrower any Guarantor hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower no Guarantor will not prove any claim in competition with any Agent Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization proceedings of any nature in any Insolvency Proceedingnature; no Borrower Guarantor will claim any set-off, recoupment or counterclaim against any other Loan Party Borrower in respect of any liability of a Loan Party such Guarantor to any other Loan Partysuch Borrower; and each Borrower Guarantor waives any benefit of and any right to participate in the Montrovest LC or any Collateral collateral which may be held by any Secured PartyAgent, any Issuing Bank and any Lender. The payment of any amounts due with respect to any Indebtedness of any Borrower now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Each Borrower Guarantor agrees that, that after the occurrence and during the continuance of any Default default in the payment or Event performance of Defaultthe Guaranteed Obligations, such Borrower Guarantor will not demand, ▇▇▇ for for, or otherwise attempt to collect any Debt such Indebtedness of any other Loan Party of the Borrowers to such Borrower Guarantor until Full Payment of all of the ObligationsGuaranteed Obligations then due shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Borrower Guarantor shall collect, enforce collect or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstandingindebtedness, such amounts shall be collected, enforced collected and received by such Borrower Guarantor as trustee for the Administrative Agent Agents, any Issuing Bank and the Lenders and be paid over to the Administrative Agent, Agent for the benefit respective accounts of the Agents Agents, the Issuing Banks and the Lenders on account of the Guaranteed Obligations of such Borrower without affecting in any manner the liability of such Borrower any Guarantor under the other provisions hereofof this §6. The provisions of this section shall survive the expiration or termination of this the Credit Agreement and the other Loan DocumentsDocuments and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of any Agent, any Issuing Bank or any Lender under any separate subordination agreement which any Agent, any Issuing Bank or any Lender may at any time and from time to time entered into with any Guarantor for the benefit of any Agent, any Issuing Bank or any Lender.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all of the Obligations, each Borrower agrees the Domestic Borrowers shall not to exercise, exercise and each Borrower hereby waives, waive any rights against any other Loan Party Zale ▇▇▇ada as a result of payment by such Borrower the Domestic Borrowers hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower the Domestic Borrowers will not prove any claim in competition with any the Agent, the Canadian Agent or any Lender in respect of any payment hereunder in any bankruptcy, insolvency, or reorganization proceedings of any nature in any Insolvency Proceedingnature; no Borrower the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against any other Loan Party Zale ▇▇▇ada in respect of any liability of a Loan Party the Domestic Borrowers to any other Loan PartyZale ▇▇▇ada; and each Borrower waives the Domestic Borrowers waive any benefit of and any right to participate in the Montrovest LC or any Collateral collateral which may be held by any Secured PartyLender, the Canadian Agent or the Agent. Each Borrower agrees The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower the Domestic Borrowers will not demand, sue ▇▇▇ for or otherwise attempt to collect any Debt Indebtedness of any other Loan Party Zale ▇▇▇ada to such Borrower the Domestic Borrowers until Full Payment of all of the ObligationsObligations of Zale ▇▇▇ada shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower the Domestic Borrowers shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party such indebtedness in violation of the foregoing sentence while any Obligations of such other Loan Party Zale Canada are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower the Domestic Borrowers as trustee for the Administrative Lenders, the Canadian Agent and the Lenders Agent and be paid over to the Administrative Agent or Canadian Agent, as the case may be, for the benefit of the Agents Lenders, the Canadian Agent and the Lenders Agent on account of the Obligations of such Borrower Zale ▇▇▇ada without affecting in any manner the liability of such Borrower the Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this the Credit Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all of the Obligations, each the Domestic Borrower agrees shall not to exercise, exercise and each Borrower hereby waives, waives any rights against any other Loan Party Foreign Borrower as a result of payment by such the Domestic Borrower hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such the Domestic Borrower will not prove any claim in competition with any the Administrative Agent or any Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization proceedings of any nature in any Insolvency Proceedingnature; no the Domestic Borrower will not claim any set-off, recoupment or counterclaim against any other Loan Party the Foreign Borrower in respect of any liability of a Loan Party the Domestic Borrower to any other Loan Partysuch Foreign Borrower; and each the Domestic Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral collateral which may be held by the Administrative Agent and any Secured PartyLender. Each The payment of any amounts due with respect to any Indebtedness of the Foreign Borrower now or hereafter held by the Domestic Borrower is hereby subordinated to the prior payment in full of the Guaranteed Obligations. The Domestic Borrower agrees that, that after the occurrence and during the continuance of any Default default in the payment or Event performance of Default, such the Guaranteed Obligations the Domestic Borrower will not demand, ▇▇▇ for sue for, or otherwise attempt to collect co▇▇▇ct any Debt such Indebtedness of any other Loan Party the Foreign Borrower to such the Domestic Borrower until Full Payment of all of the ObligationsGuaranteed Obligations then due shall have been paid in full. If, notwithstanding the foregoing sentence, any the Domestic Borrower shall collect, enforce collect or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstandingindebtedness, such amounts shall be collected, enforced collected and received by such the Domestic Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, Agent for the benefit respective accounts of the Agents Administrative Agent and the Lenders on account of the Guaranteed Obligations of such Borrower without affecting in any manner the liability of such the Domestic Borrower under the other provisions hereofof this ss.5. The provisions of this section shall survive the expiration or termination of this the Credit Agreement and the other Loan DocumentsDocuments and the provisions of this section shall be supplemental to and not in derogation of any rights and remedies of the Administrative Agent or any Lender under any separate subordination agreement which the Administrative Agent or any Lender may at any time and from time to time entered into with the Domestic Borrower for the benefit of the Administrative Agent or any Lender.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all of the Obligations, each Borrower agrees the Domestic Borrowers shall not to exercise, exercise and each Borrower hereby waives, waive any rights against any other Loan Party the Foreign Borrowers as a result of payment by such Borrower the Domestic Borrowers hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower the Company will not prove any claim in competition with any the Agent or any Lender Bank in respect of any payment hereunder in any bankruptcy, insolvency, or reorganization proceedings of any nature in any Insolvency Proceedingnature; no Borrower the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against any other Loan Party the Foreign Borrowers in respect of any liability of a Loan Party the Domestic Borrowers to any other Loan Partythe Foreign Borrowers; and each Borrower waives the Domestic Borrowers waive any benefit of and any right to participate in the Montrovest LC or any Collateral collateral which may be held by any Secured PartyBank or the Agent. Each Borrower agrees The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower the Domestic Borrowers will not demand, ▇▇▇ sue for or otherwise attempt to collect any Debt Indebt▇▇▇ess of any other Loan Party the Foreign Borrowers to such Borrower the Domestic Borrowers until Full Payment of all of the ObligationsObligations of the Foreign Borrowers shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower the Domestic Borrowers shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party such indebtedness in violation of the foregoing sentence while any Obligations of such other Loan Party the Foreign Borrowers are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower the Domestic Borrowers as trustee for the Administrative Agent Banks and the Lenders Agent and be paid over to the Administrative Agent, for the benefit of the Agents Banks and the Lenders Agent on account of the Obligations of such Borrower the Foreign Borrowers without affecting in any manner the liability of such Borrower the Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this the Credit Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all of the Obligations, each Borrower Guarantor agrees not to exercise, exercise and each Borrower Guarantor hereby waives, waives any rights against any the other Loan Party Guarantors as a result of payment by such Borrower Guarantor hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower Guarantor will not prove any claim in competition with any the Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceedingunder the applicable Debtor Relief Law; no Borrower Guarantor will claim any set-off, recoupment or counterclaim against any the other Loan Party Guarantors in respect of any liability of a Loan Party one Guarantor to any the other Loan PartyGuarantor; and each Borrower Guarantor waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured PartyLender or any Agent. Each Borrower Guarantor agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower Guarantor will not demand, ▇▇▇ for or otherwise attempt to collect any Debt Indebtedness of any the other Loan Party Parties to such Borrower Guarantor until Full Payment of all of the ObligationsObligations of the other Loan Parties shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower Guarantor shall collect, enforce or receive any amounts in respect of the Debt Indebtedness of any the other Loan Party Parties in violation of the foregoing sentence while any Obligations of such the other Loan Party Parties are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower Guarantor as trustee for the Administrative Agent Lenders and the Lenders Agent and be paid over to the Administrative Agent, for the benefit of the Agents Lenders and the Lenders Agent, on account of the Obligations of such Borrower Guarantor without affecting in any manner the liability of such Borrower the Guarantors under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all of the Obligations, each Borrower agrees the Company shall not to exercise, exercise and each Borrower hereby waives, waives any rights against any other Loan Party the Subsidiary Borrowers as a result of payment by such Borrower the Company hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower the Company will not prove any claim in competition with any the Agent or any Lender Bank in respect of any payment hereunder in any bankruptcy, insolvency, or reorganization proceedings of any nature in any Insolvency Proceedingnature; no Borrower the Company will not claim any set-off, recoupment or counterclaim against any other Loan Party the Subsidiary Borrowers in respect of any liability of a Loan Party the Company to any other Loan Partythe Subsidiary Borrowers; and each Borrower the Company waives any benefit of and any right to participate in the Montrovest LC or any Collateral collateral which may be held by any Secured PartyBank or the Agent. Each Borrower The Company agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower the Company will not demand, ▇▇▇ for or otherwise attempt to collect any Debt Indebtedness of any other Loan Party the Subsidiary Borrowers to such Borrower the Company until Full Payment of all of the ObligationsObligations of the Subsidiary Borrowers shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower the Company shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party such indebtedness in violation of the foregoing sentence while any Obligations of such other Loan Party the Subsidiary Borrowers are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower the Company as trustee for the Administrative Agent Banks and the Lenders Agent and be paid over to the Administrative Agent, for the benefit of the Agents Banks and the Lenders Agent on account of the Obligations of such Borrower the Subsidiary Borrowers without affecting in any manner the liability of such Borrower the Company under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this the Credit Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment in full of all of the Obligations, each the Borrower agrees not to exercise, and each the Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, or payment under the Montrovest LC hereunder by way of subrogation, reimbursement, restitution, contribution or otherwise, and such the Borrower will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no the Borrower will not claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each the Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by the Agent or any Secured PartyLender. Each The Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such the Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any Debt of any other Loan Party to such the Borrower until Full Payment payment in full of all of the Obligations. If, notwithstanding the foregoing sentence, any the Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, for the benefit of the Agents Agent and the Lenders on account of the Obligations of such the Borrower without affecting in any manner the liability of such the Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment payment and performance in full of all of the Obligations, each Borrower agrees the Domestic Borrowers shall not to exercise, exercise and each Borrower hereby waives, waive any rights against any other Loan Party the Foreign Borrowers as a result of payment by such Borrower the Domestic Borrowers hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower the Company will not prove any claim in competition with any the Agent or any Lender Bank in respect of any payment hereunder in any bankruptcy, insolvency, or reorganization proceedings of any nature in any Insolvency Proceedingnature; no Borrower the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against any other Loan Party the Foreign Borrowers in respect of any liability of a Loan Party the Domestic Borrowers to any other Loan Partythe Foreign Borrowers; and each Borrower waives the Domestic Borrowers waive any benefit of and any right to participate in the Montrovest LC or any Collateral collateral which may be held by any Secured PartyBank or the Agent. Each Borrower agrees The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower the Domestic Borrowers will not demand, ▇▇▇ for or otherwise attempt to collect any Debt Indebtedness of any other Loan Party the Foreign Borrowers to such Borrower the Domestic Borrowers until Full Payment of all of the ObligationsObligations of the Foreign Borrowers shall have been paid in full. If, notwithstanding the foregoing sentence, any Borrower the Domestic Borrowers shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party such indebtedness in violation of the foregoing sentence while any Obligations of such other Loan Party the Foreign Borrowers are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower the Domestic Borrowers as trustee for the Administrative Agent Banks and the Lenders Agent and be paid over to the Administrative Agent, for the benefit of the Agents Banks and the Lenders Agent on account of the Obligations of such Borrower the Foreign Borrowers without affecting in any manner the liability of such Borrower the Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this the Credit Agreement and the other Loan Documents.

Subordination; Subrogation. Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, or payment under the Montrovest LC by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in the Montrovest LC or any Collateral which may be held by any Secured PartyParty or any Agent. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent Lenders, the Issuing Banks and the Lenders Agents and be paid over to the Administrative Applicable Agent, for the benefit of the Agents Lenders, the Issuing Banks and the Lenders Agents on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.