Common use of Postponement of Subrogation Clause in Contracts

Postponement of Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Collateral Agent or any other Secured Party against the Borrower or any Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor or other guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations whether matured or unmatured, in accordance with Section 5.4 of the Security Agreement.

Postponement of Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby temporarily waives such rights until the Termination Date to the extent permitted by applicable law) of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor or other guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon promptly after receipt by such Guarantor, be turned over to the Collateral Agent in substantially the exact same form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations whether matured or unmatured, in accordance with Section 5.4 11.13 of the Security Credit Agreement.

Postponement of Subrogation. Notwithstanding any payment or payments made by any of the Guarantors Guarantor hereunder or any set-off or appropriation and application of funds of any of the Guarantors Guarantor by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated enforce or otherwise exercise any rights of subrogation with respect to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Collateral Agent or any other Secured Party against the Borrower or any Guarantor Guarantor, any other Grantor or any other Loan Party or any collateral security or guarantee guaranty or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrower, any Guarantor, any other Grantor or any Guarantor or other guarantor Loan Party in respect of payments made by such Guarantor hereunder, until all of the Secured Obligations are Paid in each case, until the Termination DateFull. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to when all of the Termination DateSecured Obligations shall not have been Paid in Full, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Agent (for the Collateral Agent benefit of the Secured Parties) in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if requiredrequired by Agent or the Required Lenders), to be applied against the Obligations Secured Obligations, whether matured or unmatured, in accordance a manner consistent with Section 5.4 the provisions of the Security Credit Agreement.

Postponement of Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby temporarily waives such rights to the extent permitted by applicable law) of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor or other guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon promptly after receipt by such Guarantor, be turned over to the Collateral Agent in substantially the exact same form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations whether matured or unmatured, in accordance with Section 5.4 11.13 of the Security Credit Agreement.

Postponement of Subrogation. Notwithstanding any payment or payments made by any of the Guarantors Guarantor hereunder or any set-off or appropriation and application of funds of any of the Guarantors Guarantor by the Collateral Administrative Agent or any other Secured Party, no Guarantor shall be entitled seek to be subrogated to enforce any right of subrogation in respect of any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Collateral Administrative Agent or any other Secured Party against the Borrower or any Guarantor or any collateral security or guarantee or right of offset held by the Collateral Administrative Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor or other guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the Collateral Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Administrative Agent in substantially the exact same form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Administrative Agent, if required), to be applied against the Obligations Obligations, whether matured or unmatured, in accordance with Section 5.4 such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the Security Agreementforegoing agreement by the Guarantor shall operate as a waiver of any subrogation rights.