Common use of Subordination of Subrogation Clause in Contracts

Subordination of Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations shall have been paid in full in cash or other immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation or similar rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or other immediately available funds, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

Subordination of Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations shall have been paid in full in cash or other immediately available funds, no Letter of Credit shall be outstanding funds and the Revolving Credit Commitments shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation or similar rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or other immediately available funds, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

Subordination of Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Collateral Agent or any LenderOperating Bank, no each Guarantor shall be entitled agrees not to be subrogated exercise any right of subrogation to any of the rights of the Administrative Collateral Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender for the payment of the Borrower Obligations, nor shall any each Guarantor agrees not to seek or be entitled to seek any contribution, contribution or reimbursement or indemnification from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders by the Borrower on account of the Borrower Obligations shall have (other than contingent indemnification obligations for which no claim has been asserted) are paid in full in cash or other immediately available fundsfull, no Letter of Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized, returned or backstopped in accordance with the Credit Agreement) and the Commitments shall have been are terminated. If any amount shall be paid to any Guarantor on account of such subrogation or similar rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or (other immediately available fundsthan contingent indemnification obligations for which no claim has been asserted), such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, Obligations in such order as accordance with the Administrative Agent may determineterms of the Credit Agreement.