Common use of Subordination; Subrogation Clause in Contracts

Subordination; Subrogation. Until the payment and performance in full of all the Obligations, the Domestic Borrowers shall not exercise and hereby waive any rights against the Foreign Borrowers as a result of payment by the Domestic Borrowers hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company will not prove any claim in competition with the Agent or any Bank in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against the Foreign Borrowers in respect of any liability of the Domestic Borrowers to the Foreign Borrowers; and the Domestic Borrowers waive any benefit of and any right to participate in any collateral which may be held by any Bank or the Agent. The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, the Domestic Borrowers will not demand, xxx for or otherwise attempt to collect any Indebtedness of the Foreign Borrowers to the Domestic Borrowers until all of the Obligations of the Foreign Borrowers shall have been paid in full. If, notwithstanding the foregoing sentence, the Domestic Borrowers shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Foreign Borrowers are still outstanding, such amounts shall be collected, enforced and received by the Domestic Borrowers as trustee for the Banks and the Agent and be paid over to the Agent, for the benefit of the Banks and the Agent on account of the Obligations of the Foreign Borrowers without affecting in any manner the liability of the Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents.

Subordination; Subrogation. Until the payment and performance in full of all the Obligations, the Domestic Borrowers shall not exercise and hereby waive any rights against the Foreign Borrowers as a result of payment by the Domestic Borrowers hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company will not prove any claim in competition with the Agent or any Bank in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against the Foreign Borrowers in respect of any liability of the Domestic Borrowers to the Foreign Borrowers; and the Domestic Borrowers waive any benefit of and any right to participate in any collateral which may be held by any Bank or the Agent. The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, the Domestic Borrowers will not demand, xxx sue for or otherwise attempt to collect any Indebtedness Indebtxxxess of the Foreign Borrowers to the Domestic Borrowers until all of the Obligations of the Foreign Borrowers shall have been paid in full. If, notwithstanding the foregoing sentence, the Domestic Borrowers shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Foreign Borrowers are still outstanding, such amounts shall be collected, enforced and received by the Domestic Borrowers as trustee for the Banks and the Agent and be paid over to the Agent, for the benefit of the Banks and the Agent on account of the Obligations of the Foreign Borrowers without affecting in any manner the liability of the Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents.

Subordination; Subrogation. Until the payment and performance in full of all the Obligations, the Domestic Borrowers Borrower shall not exercise and hereby waive waives any rights against the any Foreign Borrowers Borrower as a result of payment by the Domestic Borrowers Borrower hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company Domestic Borrower will not prove any claim in competition with the Administrative Agent or any Bank Lender in respect of any payment hereunder in bankruptcy, insolvency, insolvency or reorganization proceedings of any nature; the Domestic Borrowers Borrower will not claim any set-off, recoupment or counterclaim against the Foreign Borrowers Borrower in respect of any liability of the Domestic Borrowers Borrower to the such Foreign BorrowersBorrower; and the Domestic Borrowers waive Borrower waives any benefit of and any right to participate in any collateral which may be held by the Administrative Agent and any Bank or the AgentLender. The Domestic Borrowers agree that, after the occurrence and during the continuance payment of any Default or Event of Default, the Domestic Borrowers will not demand, xxx for or otherwise attempt amounts due with respect to collect any Indebtedness of the Foreign Borrowers 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 after the occurrence of any default in the payment or performance of the Guaranteed Obligations the Domestic Borrower will not demand, sue for, or otherwise attempt to coxxxct any such Indebtedness of the Foreign Borrower to the Domestic Borrowers Borrower until all of the Guaranteed Obligations of the Foreign Borrowers then due shall have been paid in full. If, notwithstanding the foregoing sentence, the Domestic Borrowers Borrower shall collect, enforce collect or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Foreign Borrowers are still outstandingindebtedness, such amounts shall be collected, enforced collected and received by the Domestic Borrowers Borrower as trustee for the Banks Administrative Agent and the Agent Lenders and be paid over to the Agent, Administrative Agent for the benefit respective accounts of the Banks Administrative Agent and the Agent Lenders on account of the Guaranteed Obligations of the Foreign Borrowers without affecting in any manner the liability of the Domestic Borrowers Borrower under the other provisions hereofof this ss.5. The provisions of this section shall survive the expiration or termination of 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 payment and performance in full of all the Obligations, the Domestic Borrowers shall not exercise and hereby waive any rights against the Foreign Borrowers Zale Xxxada as a result of payment by the Domestic Borrowers hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and the Company Domestic Borrowers will not prove any claim in competition with the Agent, the Canadian Agent or any Bank Lender in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; the Domestic Borrowers will not claim any set-off, recoupment or counterclaim against the Foreign Borrowers Zale Xxxada in respect of any liability of the Domestic Borrowers to the Foreign BorrowersZale Xxxada; and the Domestic Borrowers waive any benefit of and any right to participate in any collateral which may be held by any Bank Lender, the Canadian Agent or the Agent. The Domestic Borrowers agree that, after the occurrence and during the continuance of any Default or Event of Default, the Domestic Borrowers will not demand, sue xxx for or otherwise attempt to collect any Indebtedness of the Foreign Borrowers Zale Xxxada to the Domestic Borrowers until all of the Obligations of the Foreign Borrowers Zale Xxxada shall have been paid in full. If, notwithstanding the foregoing sentence, the Domestic Borrowers shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Foreign Borrowers Zale Canada are still outstanding, such amounts shall be collected, enforced and received by the Domestic Borrowers as trustee for the Banks Lenders, the Canadian Agent and the Agent and be paid over to the Agent or Canadian Agent, as the case may be, for the benefit of the Banks Lenders, the Canadian Agent and the Agent on account of the Obligations of the Foreign Borrowers Zale Xxxada without affecting in any manner the liability of the Domestic Borrowers under the other provisions hereof. The provisions of this section shall survive the expiration or termination of the Credit Agreement and the other Loan Documents.