Common use of 3No Subrogation Clause in Contracts

3No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by Lender, no Guarantor shall be entitled to be subrogated to any of the rights of Lender against Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by Lender for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all of the Secured Obligations are Paid in Full; provided that any such right of contribution or reimbursement against any Borrower or any other Guarantor (including any right under Section 2.2) shall be irrevocably and automatically waived in the event the Pledged Equity or other equity securities of such Borrower or other Guarantor are sold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Agent (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure) and in connection with such sale or transfer, all or a portion of the Secured Obligations are Paid in Full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been Paid in Full, such amount shall be held by such Guarantor in trust for Lender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Lender in the form received by such Guarantor (duly indorsed by such Guarantor to Lender, if required), to be applied against the Secured Obligations in accordance with Lender’s sole discretion.

3No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by Lenderthe Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of Lender the Administrative Agent or any other Secured Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by Lender the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by any Borrower on account of the Secured Obligations (other than contingent indemnity obligations not then due and payable) are Paid paid in Full; provided that any such right full in cash, no Letter of contribution or reimbursement against any Borrower or any other Guarantor (including any right under Section 2.2) Credit shall be irrevocably outstanding and automatically waived in the event the Pledged Equity or other equity securities of such Borrower or other Guarantor Commitments are sold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Agent (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure) and in connection with such sale or transfer, all or a portion of the Secured Obligations are Paid in Fullterminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations (other than contingent indemnity obligations not then due and payable) shall not have been Paid paid in Fullfull in cash, such amount shall be held by such Guarantor in trust for Lenderthe 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 Lender the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to Lenderthe Administrative Agent, if required), to be applied against the Secured Obligations Obligations, whether matured or unmatured, in accordance with Lender’s sole discretionthe order specified in the Credit Agreement.

3No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off setoff or application of funds of any Guarantor by Lenderthe Secured Parties, no Guarantor shall be entitled to be subrogated to any of the rights of Lender the Secured Parties against any Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by Lender Collateral Agent for the payment of the Secured Cayman Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all the Discharge of the Secured Obligations are Paid in Full; provided that any such right of contribution or reimbursement against any Borrower or any other Guarantor (including any right under Section 2.2) shall be irrevocably and automatically waived in the event the Pledged Equity or other equity securities of such Borrower or other Guarantor are sold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Agent (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure) and in connection with such sale or transfer, all or a portion of the Secured Obligations are Paid in FullObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Secured Obligations shall not have been Paid in FullObligations, such amount shall be held by such Guarantor in trust for Lenderthe Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Lender the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to LenderCollateral Agent, if required), to be applied against applied, at any time at the Secured Obligations Collateral Agent’s election, in accordance with Lender’s sole discretionsuch order as set forth in Article VII of the Credit Agreement irrespective of the occurrence or the continuance of any Event of Default.

3No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off setoff or application of funds of any Guarantor by Lender, no Guarantor shall be entitled to be subrogated to any of the rights of Lender against any Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by Lender for the payment of the Secured Non-U.S. Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all the Discharge of the Secured Obligations are Paid in Full; provided that any such right of contribution or reimbursement against any Borrower or any other Guarantor (including any right under Section 2.2) shall be irrevocably and automatically waived in the event the Pledged Equity or other equity securities of such Borrower or other Guarantor are sold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Agent (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure) and in connection with such sale or transfer, all or a portion of the Secured Obligations are Paid in FullObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Secured Obligations shall not have been Paid in FullObligations, such amount shall be held by such Guarantor in trust for Lender, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to Lender, if required), to be applied against the Secured Obligations in accordance with applied, at any time at Lender’s sole discretionelection, in such order as set forth in Section 8.3 of the Credit Agreement irrespective of the occurrence or the continuance of any Event of Default.

3No Subrogation. Notwithstanding any payment made by any Subsidiary Guarantor hereunder or any set-off or application of funds of any Subsidiary Guarantor by Lenderthe Administrative Agent or any Lender Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of Lender against Borrower the Administrative Agent or any other Guarantor Lender Party against any Loan Party, any of the Subsidiary Guarantors or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Party for the payment of the Secured Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower any Loan Party or any other Guarantor of the Subsidiary Guarantors in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lender Parties by the Borrowers and the other applicable Loan Parties on account of the Secured Obligations are Paid paid in Full; provided that any such right full, no Letter of contribution or reimbursement against any Borrower or any other Guarantor (including any right under Section 2.2) Credit shall be irrevocably outstanding and automatically waived in the event the Pledged Equity or other equity securities of such Borrower or other Guarantor Commitments are sold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Agent (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure) and in connection with such sale or transfer, all or a portion of the Secured Obligations are Paid in Fullterminated. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been Paid paid in Fullfull, such amount shall be held by such Subsidiary Guarantor in trust for Lenderthe Administrative Agent and the Lender Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to Lender the Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to Lenderthe Administrative Agent, if required), to be applied against the Secured Obligations Obligations, whether matured or unmatured, in accordance with Lender’s sole discretion.the terms of this Agreement. 

3No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-set- off or application of funds of any Guarantor by Lenderthe Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of Lender the Administrative Agent or any other Secured Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by Lender the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by any Borrower on account of the Secured Obligations (other than contingent indemnity obligations not then due and payable) are Paid paid in Full; provided that any such right full in cash, no Letter of contribution or reimbursement against any Borrower or any other Guarantor (including any right under Section 2.2) Credit shall be irrevocably outstanding and automatically waived in the event the Pledged Equity or other equity securities of such Borrower or other Guarantor Commitments are sold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Agent (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure) and in connection with such sale or transfer, all or a portion of the Secured Obligations are Paid in Fullterminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations (other than contingent indemnity obligations not then due and payable) shall not have been Paid paid in Fullfull in cash, such amount shall be held by such Guarantor in trust for Lenderthe 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 Lender the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to Lenderthe Administrative Agent, if required), to be applied against the Secured Obligations Obligations, whether matured or unmatured, in accordance with Lender’s sole discretionthe order specified in the Credit Agreement.