5No Subrogation Sample Clauses
5No Subrogation. The Additional Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full in cash or Cash Equivalents of all Guaranteed Obligations. If any amount shall be paid to the Additional Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full in cash or Cash Equivalents, such amount shall be held by the Additional Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of the Additional Subsidiary Guarantor, and shall, forthwith upon receipt by the Additional Subsidiary Guarantor, be turned over to the Trustee in the exact form received by the Additional Subsidiary Guarantor (duly endorsed by the Additional Subsidiary Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.
5No Subrogation. ▇▇▇▇▇ agrees that the RWI Policy and any other representation and warranty insurance policy(ies) obtained or maintained by Buyer and/or any of its Affiliates with respect to this Agreement and/or any of the Transactions will expressly include a customary waiver of any right of subrogation against Parent and its Affiliates, as well as any past, present or future equityholder, director, manager, member, officer, employee, advisor, agent or representative of any of the foregoing, based upon, arising out of, relating to or resulting from this Agreement or the Transactions, including the negotiation, execution or performance of this Agreement, other than in the case of Fraud against the Person who committed such Fraud and then only to the extent of such Fraud.