Common use of Subrogation, etc Clause in Contracts

Subrogation, etc. Any rights which the Parent may have or acquire by way of subrogation, reimbursement, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, arising from the existence, payment, performance or enforcement of any of the obligations of the Parent under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in full and all Commitments shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunder. If, notwithstanding the foregoing, any amount shall be received by the Parent on account of any such rights at any time prior to the earlier of the time when all Guaranteed Obligations under this Agreement shall have been paid in full and all Commitments shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunder, such amount shall be held by the Parent in trust for the benefit of the Lenders, segregated from other funds held by the Parent, and shall be forthwith delivered to the Administrative Agent on behalf of the Lenders in the exact form received by the Parent (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreement, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreement.

Subrogation, etc. Any Notwithstanding any payment or payments made by the Guarantor hereunder, or any set-off or application of funds of the Guarantor by any Lender, the Guarantor shall not exercise any of the rights of the Administrative Agent or any Lender which the Parent Guarantor may have or acquire by way of subrogation, reimbursementby any payment made hereunder, exonerationby reason of such set-off or application of funds or otherwise, against the Company or any collateral security or guarantee or right of set-off held by any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, arising reimbursement from the existenceCompany or any other guarantor in respect of payments made by such Guarantor hereunder, payment, performance or enforcement of any until all amounts owing to the Administrative Agent and the Lenders by the Company on account of the obligations Obligations are paid in full, no Letters of Credit are outstanding and the Parent under or in connection with this Agreement, Commitments are terminated. If any amount shall be subordinate in right of payment paid to the Guaranteed Obligations, and the Parent shall not exercise Guarantor on account of such subrogation rights at any such rights until the earlier of the time when all Guaranteed of the Obligations and all other obligations under this Agreement shall not have been paid in full and all full, any Letter of Credit shall be outstanding or the Commitments shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunder. If, notwithstanding the foregoing, any amount shall be received by the Parent on account of any such rights at any time prior to the earlier of the time when all Guaranteed Obligations under this Agreement shall not have been paid in full and all Commitments shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent Guarantor in trust for the benefit of Administrative Agent and the Lenders, segregated from other funds held of the Guarantor, and shall, forthwith upon receipt by the ParentGuarantor, and shall be forthwith delivered turned over to the Administrative Agent on behalf of the Lenders in the exact form received by such Guarantor (duly indorsed by the Parent (with any necessary endorsementGuarantor to the Administrative Agent, if required), to be applied to against the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreement, or to be held such order as required by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementapplicable Credit Documents.

Subrogation, etc. Any rights which the Parent Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, the Borrowers arising from the existence, payment, performance or enforcement of any of the obligations of the Parent Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent Guarantor shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in cash or in such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash or in such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent Guarantor in trust for the benefit of the Lenders, segregated from other funds held by the ParentGuarantor, and shall be forthwith delivered to Agent for the Administrative Agent on behalf benefit of the Lenders in the exact form received by the Parent Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreementsuch order as the Agent may elect, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementelect.

Subrogation, etc. Any Notwithstanding any payment or payments made by the Guarantor hereunder, or any set-off or application of funds of the Guarantor by any Lender, the Guarantor shall not exercise any of the rights of the Administrative Agent or any Lender which the Parent Guarantor may have or acquire by way of subrogation, reimbursementby any payment made hereunder, exonerationby reason of such set-off or application of funds or otherwise, against the Company or any collateral security or guarantee or right of set-off held by any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, arising reimbursement from the existenceCompany or any other guarantor in respect of payments made by such Guarantor hereunder, payment, performance or enforcement of any until all amounts owing to the Administrative Agent and the Lenders by the Company on account of the obligations of Obligations are paid in full and the Parent under or in connection with this Agreement, Commitments are terminated. If any amount shall be subordinate in right of payment paid to the Guaranteed Obligations, and the Parent shall not exercise Guarantor on account of such subrogation rights at any such rights until the earlier of the time when all Guaranteed of the Obligations and all other obligations under this Agreement shall not have been paid in full and all or the Commitments shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunder. If, notwithstanding the foregoing, any amount shall be received by the Parent on account of any such rights at any time prior to the earlier of the time when all Guaranteed Obligations under this Agreement shall not have been paid in full and all Commitments shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent Guarantor in trust for the benefit of Administrative Agent and the Lenders, segregated from other funds held of the Guarantor, and shall, forthwith upon receipt by the ParentGuarantor, and shall be forthwith delivered turned over to the Administrative Agent on behalf of the Lenders in the exact form received by such Guarantor (duly indorsed by the Parent (with any necessary endorsementGuarantor to the Administrative Agent, if required), to be applied to against the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreement, or to be held such order as required by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementapplicable Credit Documents.

Subrogation, etc. Any rights which the Parent Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, any Borrower arising from the existence, payment, performance or enforcement of any of the obligations of the Parent Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent Guarantor shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in cash or such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash or such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent Guarantor in trust for the benefit of the Lenders, segregated from other funds held by the ParentGuarantor, and shall be forthwith delivered to Agent for the Administrative Agent on behalf benefit of the Lenders in the exact form received by the Parent Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreementsuch order as the Agent may elect, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementelect.

Subrogation, etc. Any rights which the Parent Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, any Borrower arising from the existence, payment, performance or enforcement of any of the obligations of the Parent Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent Guarantor shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in cash or in such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash or in such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent Guarantor in trust for the benefit of the Lenders, segregated from other funds held by the ParentGuarantor, and shall be forthwith delivered to Agent for the Administrative Agent on behalf benefit of the Lenders in the exact form received by the Parent Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreementsuch order as the Agent may elect, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementelect.

Subrogation, etc. Any rights which the Parent any Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, the Borrower arising from the existence, payment, performance or enforcement of any of the obligations of the Parent any Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent Guarantors shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in cash or such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent any Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash or such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent such Guarantor in trust for the benefit of the Lenders, segregated from other funds held by the Parentsuch Guarantor, and shall be forthwith delivered to Agent for the Administrative Agent on behalf benefit of the Lenders in the exact form received by the Parent such Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreementsuch order as the Agent may elect, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementelect.

Subrogation, etc. Any rights which the Parent any Subsidiary Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other the Borrower, any other Subsidiary Guarantor or any other Person arising from the existence, payment, performance or enforcement of any of the obligations of the Parent such Subsidiary Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent such Subsidiary Guarantor shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in cash and performed in full and all Commitments commitments to extend credit under the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent a Subsidiary Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash and performed in full and all Commitments commitments to extend credit under, the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent such Subsidiary Guarantor in trust for the benefit of the LendersLender Parties, segregated from other funds held by the Parentsuch Subsidiary Guarantor, and shall be forthwith delivered to the Administrative Agent on behalf of the Lenders in the exact form received by the Parent such Subsidiary Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this the applicable terms of the Credit Agreement, or to be at the option of the Administrative Agent, held by the Administrative Agent on behalf of the Lenders Lender Parties as security for the Guaranteed Obligations and to be disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementthe applicable collateral agency agreement.

Subrogation, etc. Any rights which the Parent Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, any Borrower arising from the existence, payment, performance or enforcement of any of the obligations of the Parent Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent Guarantor shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in cash or in such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash or in such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent Guarantor in trust for the benefit of the Lenders, segregated from other funds held by the ParentGuarantor, and shall be forthwith delivered to Agent for the Administrative Agent on behalf benefit of the Lenders in the exact form received by the Parent Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreementsuch order as the Agent may elect, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementelect.

Subrogation, etc. Any rights which the Parent may have or acquire by way of subrogation, reimbursement, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, #89365364v21 arising from the existence, payment, performance or enforcement of any of the obligations of the Parent under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in full and all Commitments shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunder. If, notwithstanding the foregoing, any amount shall be received by the Parent on account of any such rights at any time prior to the earlier of the time when all Guaranteed Obligations under this Agreement shall have been paid in full and all Commitments shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunder, such amount shall be held by the Parent in trust for the benefit of the Lenders, segregated from other funds held by the Parent, and shall be forthwith delivered to the Administrative Agent on behalf of the Lenders in the exact form received by the Parent (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreement, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreement.

Subrogation, etc. Any rights which the Parent Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other Borrower, any Borrower arising from the existence, payment, performance or enforcement of any of the obligations of the Parent Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent Guarantor shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in cash or such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash or such other manner as may be acceptable to the Agent and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent Guarantor in trust for the benefit of the Lenders, segregated from other funds held by the ParentGuarantor, and shall be forthwith delivered to Agent for the Administrative Agent on behalf benefit of the Lenders in the exact form received by the Parent Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreementsuch order as the Agent may elect, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreementelect.

Subrogation, etc. Any (a) [Except for rights which of recovery against a Sponsor Indemnitor,]* in the Parent may have or acquire by way event of subrogationany payment under this Agreement, reimbursementWIND shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee [(other than against the Sponsor Indemnitors)]*, exonerationwho shall execute all papers required and take all action, contribution or indemnityat WIND’s sole cost and expense, and within Indemnitee’s power necessary to secure such rights, including execution of such documents as are necessary to enable WIND to bring suit to enforce such rights; provided that in no event shall Indemnitee be required to execute any similar papers that purport to limit any rights (of such Indemnitee, whether arising by operation pursuant to this Agreement or otherwise, or that require a waiver of lawany attorney-client privilege or other privilege. (b) [Except if received from a Sponsor Indemnitor,]* WIND shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, by contract, agreement or otherwise). (c) [Except if received from a Sponsor Indemnitor,]* WIND’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of WIND as a director, against each Other Borrowerofficer, arising from the existencetrustee, paymentpartner, performance managing member, fiduciary, board of directors’ committee member, employee or enforcement agent of any of the obligations of the Parent under or in connection with this Agreement, other Enterprise shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in full and all Commitments shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunder. If, notwithstanding the foregoing, reduced by any amount shall be Indemnitee has actually received by the Parent on account as indemnification or advancement of any Expenses from such rights at any time prior to the earlier of the time when all Guaranteed Obligations under this Agreement shall have been paid in full and all Commitments shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunder, such amount shall be held by the Parent in trust for the benefit of the Lenders, segregated from other funds held by the Parent, and shall be forthwith delivered to the Administrative Agent on behalf of the Lenders in the exact form received by the Parent (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreement, or to be held by the Administrative Agent on behalf of the Lenders as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this AgreementEnterprise.

Subrogation, etc. Any rights which the Parent any Subsidiary Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against each Other the Borrower, any other Subsidiary Guarantor or any other Person arising from the existence, payment, performance or enforcement of any of the obligations of the Parent such Subsidiary Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent such Subsidiary Guarantor shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations (other than Obligations constituting contingent obligations under indemnification provisions so long as no claim has been made under any indemnification provision) and all other obligations under this Agreement have been paid in cash and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower ceases to be an Other Borrower hereunderterminated. If, notwithstanding the foregoing, any amount shall be received by the Parent a Subsidiary Guarantor on account of any such rights at any time prior to the earlier of the time when at which all Guaranteed Obligations and all other obligations under this Agreement shall have been paid in cash and performed in full and all Commitments commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated or the time when such Other Borrower shall have ceased to be an Other Borrower hereunderterminated, such amount shall be held by the Parent such Subsidiary Guarantor in trust for the benefit of the LendersLender Parties, segregated from other funds held by the Parentsuch Subsidiary Guarantor, and shall be forthwith delivered to the Administrative Agent on behalf of the Lenders in the exact form received by the Parent such Subsidiary Guarantor (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with this Agreementsuch order as the Lender Party may elect, or to be held by the Administrative Agent on behalf of the Lenders Lender Parties as security for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this the Credit Agreement.

Subrogation, etc. Any At any time that a payment is made by either Borrower with respect to the Obligations, such Borrower shall have a right of contribution against the other Borrower in the maximum amount permitted by applicable law, which right of contribution shall be subject to adjustment at the time of any subsequent payment with respect to the Obligations; provided, that the maximum aggregate liability of either Borrower with respect to such contribution rights of the other Borrower shall not exceed the maximum amount of liability that such first Borrower can incur without rendering such contribution rights void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfers, and not for any greater amount, and provided further, that neither Borrower will exercise any such contribution rights or any other rights which the Parent it may have or acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement reimbursement or otherwise), against each Other Borrower, arising from until the existence, prior payment, performance or enforcement of any of the obligations of the Parent under or in connection with this Agreement, shall be subordinate in right of payment to the Guaranteed Obligations, and the Parent shall not exercise any such rights until the earlier of the time when all Guaranteed Obligations and all other obligations under this Agreement have been paid in full and in cash, of all Commitments shall have terminated or Obligations and the time when such Other termination of all Commitments. Any amount paid to either Borrower ceases to be an Other Borrower hereunder. If, notwithstanding the foregoing, any amount shall be received by the Parent on account of any such rights at any time payment made hereunder prior to the earlier payment in full of all Obligations other than intercompany payments or reimbursements made in the ordinary course of the time when all Guaranteed Obligations under this Agreement shall have been paid in full and all Commitments shall have terminated or the time when such Other businesses of each Borrower shall have ceased to be an Other Borrower hereunder, such amount shall be held by the Parent in trust for the benefit of the Lenders, segregated from other funds held by Agent and the Parent, Lenders and shall immediately be forthwith delivered paid to the Administrative Agent on behalf of and credited and applied against the Lenders in the exact form received by the Parent (with any necessary endorsement), to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held by Agreement and the Administrative Agent on behalf other Loan Documents. In furtherance of the Lenders as security foregoing, for the Guaranteed Obligations and disposed of by the Administrative Agent in any lawful manner, all as the Administrative Agent may elect in accordance with this Agreement.so long