Common use of No Subrogation Clause in Contracts

No Subrogation. Notwithstanding any payment made by a Guarantor hereunder or any set-off or application of funds of such Guarantor by the Managing Administrative Agent or any Lender, such Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the Borrower or any guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as accordance with the Managing Administrative Agent may determineterms of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any Borrower hereunder or any set-off setoff or application of funds of such Guarantor any Borrower by any Lender or the Managing Administrative Agent or any LenderAgent, such Guarantor Borrower shall not be entitled to be subrogated to any of the rights of any Lender or the Managing Administrative Agent or against any Lender against the other Borrower or any guarantee other guarantor or any collateral security or guaranty or right of offset held by any Lender or the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such Guarantor Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Managing Lenders and the Administrative Agent and by the Lenders Borrowers on account of the Borrower Obligations are indefeasibly irrevocably paid in full and the Commitments are terminatedfull. If any amount shall be paid to such Guarantor a Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the Managing Administrative Agent Lenders and the LendersAdministrative Agent, segregated from other funds of such Guarantorthat Borrower, and shall, forthwith upon receipt by such Guarantorthe Borrower, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by a the Guarantor hereunder pursuant to this Article 13 or any set-off or application of funds of such the Guarantor by the Managing Administrative Agent or any Lender, such the Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower any other guarantor in respect of payments made by such the Guarantor hereunderpursuant to this Article 13, until all amounts owing to the Managing Administrative Agent and the Lenders by the Guarantor on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such Guarantor, Lenders and shall, forthwith upon receipt by such the Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determineaccordance with this Agreement.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off setoff or application of funds of such any Guarantor by the Managing Administrative Collateral Agent or any LenderNoteholder, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Collateral Agent or any Lender Noteholder against the Borrower Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Collateral Agent or any Lender Noteholder for the payment of the Borrower Company Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Collateral Agent and the Lenders Noteholders by the Company on account of the Borrower Company Obligations (other than contingent indemnification obligations not then due and payable) are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Company Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Collateral Agent and the LendersNoteholders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Collateral Agent, if required), to be applied against the Borrower Company Obligations, whether matured or unmatured, in such order as the Managing Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the Borrower, any Subsidiary Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations or the Subsidiary Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower, any Subsidiary Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders on account occurrence of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedTermination Event. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all before the occurrence of the Borrower Obligations shall not have been indefeasibly paid in fullTermination Event, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations and the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any Borrower hereunder or any set-off setoff or application of funds of such Guarantor any Borrower by any Lender or the Managing Administrative Agent or any LenderAgent, such Guarantor Borrower shall not be entitled to exercise any rights to be subrogated to any of the rights of any Lender or the Managing Administrative Agent against any other Borrower, any Guarantor or any Lender against the Borrower other guarantor or any guarantee collateral security or guaranty or right of offset held by the Managing Administrative Agent or any Lender or the Agent for the payment of the Borrower Credit Obligations, nor shall such Guarantor Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Managing Administrative Agent Lenders and the Lenders Agent by the Borrowers on account of the Borrower Credit Obligations are indefeasibly irrevocably paid in full and the Commitments are terminatedfull. If any amount shall be paid to such Guarantor a Borrower on account of such subrogation rights at any time when all of the Borrower Credit Obligations shall not have been indefeasibly irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the Managing Administrative Agent Lenders and the LendersAgent, segregated from other funds of such Guarantorthat Borrower, and shall, forthwith upon receipt by such Guarantorthe Borrower, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the Managing Administrative Agent, if required), to be applied against the Borrower Credit Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full and the Revolving Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent Agent, with the consent of the Required Lenders, may determine.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any of the Guarantors hereunder or any set-off or appropriation and application of funds of such Guarantor any of the Guarantors by the Managing Administrative Agent or any Lenderother Secured Bank Party, such no Guarantor shall not 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 Managing Administrative Agent or any Lender other Secured Bank Party against the Borrower Company or any Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender other Secured Bank Party for the payment of any of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedGuarantee Termination Date. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been indefeasibly paid in fullGuarantee Termination Date, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such Guarantor, Secured Bank Parties and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 11.12 of the Managing Administrative Agent may determineCredit Agreement.

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

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent Co-Agents or any Lenderother Secured Party, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent Co-Agents or any Lender other Secured Party against the Borrower Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent Co-Agents or any Lender other Secured Party for the payment of the Borrower Company Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent Co-Agents and the Lenders other Secured Parties by the Company on account of the Borrower Obligations Senior Secured Notes are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Company Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent Co-Agents and the Lendersother Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent Co-Agents in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative AgentCo-Agents, if required), to be applied against the Borrower Company Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent Co-Agents may determine.

No Subrogation. Notwithstanding any payment or payments made by a any Guarantor hereunder hereunder, or any set-off setoff or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against either one or both of the Borrower Designated Borrowers or against any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations or the Time Warner Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from either one or both of the Borrower Designated Borrowers in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrowers on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Party, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall such any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Full Payment of all amounts owing to the Managing Administrative Agent and the Lenders Secured Parties on account of the Borrower Guaranteed Obligations are indefeasibly paid in full and all of the Commitments have expired or are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been indefeasibly irrevocably paid in fullfull in cash or any of the Commitments are in effect, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such GuarantorSecured Parties, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in such order as accordance with the Managing Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Party, such no Guarantor shall not (a) be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Party against the any Borrower or any guarantee other Guarantor or any collateral security or guaranty or right of offset held by the Managing Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall such Guarantor (b) seek or be entitled to seek any contribution or reimbursement from the any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunderunder this Guaranty, or (c) assert any right, claim or cause of action, including, without limitation, any claim of subrogation, contribution or indemnification that such Guarantor has against any Borrower or any other Loan Party, in all cases until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedTermination Date occurs. If any amount shall be is paid to such any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been indefeasibly paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Collateral Agent may determinedetermine in accordance with Sections 4.02(b) and 4.02(c) of the Loan Agreement.

No Subrogation. Notwithstanding any payment or payments made by a NAC Guarantor hereunder or any set-off or application of funds of such NAC Guarantor by Agent, unless and until the Managing Administrative Agent or any LenderObligations are paid in full, such NAC Guarantor shall not be (i) entitled to be payment of any Indebtedness owing by the Borrower to NAC Guarantor or (ii) subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations. In addition, nor NAC Guarantor shall such Guarantor not (unless and until the Obligations are paid in full) seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by such NAC Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such NAC Guarantor on account of such Indebtedness or subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid and satisfied in full, such amount shall be held by such NAC Guarantor in trust for the Managing Administrative Agent and the LendersAgent, segregated from other funds of such Guarantor, NAC Guarantor and shall, forthwith upon receipt by such NAC Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such NAC Guarantor (duly indorsed by such NAC Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off setoff or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security, guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing LEGAL02/38440571v3 Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder hereunder, or any set-off or application of funds of such Guarantor by the Managing Administrative Agent or any LenderBank, such Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Bank against the either Borrower or against any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Bank for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the either Borrower in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders Banks by the Borrowers 176 4 on account of the Borrower Obligations are indefeasibly paid in full and full, the Commitments are terminated, and no Letters of Credit are outstanding. If any amount shall be paid to such a Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the LendersBanks, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full full, no Letter of Credit shall be outstanding and the Revolving Loan Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as set forth in Section 7.03 of the Managing Administrative Agent may determineSecurity Agreement.

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

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Collateral Agent or any Lenderother Secured Party, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Collateral Agent or any Lender other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Collateral Agent or any Lender other Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor, and such Guarantor shall not exercise any right or remedy with respect to such rights, in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedFacility Termination Date. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of before the Borrower Obligations shall not have been indefeasibly paid in fullFacility Termination Date, such amount shall be held by such Guarantor in trust for the Managing Administrative Collateral Agent and the Lendersother Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith promptly upon receipt (but in any event, within 1 Business Day) by such Guarantor, be turned over to the Managing Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Collateral Agent, if required), to be applied against the Borrower Secured Obligations, whether matured or unmatured, in such order as the Managing Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Credit Party, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Credit Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Secured Credit Party for the payment of the Borrower Credit Facility Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and Secured Credit Parties by the Lenders Borrower on account of the Borrower Credit Facility Obligations are indefeasibly paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Credit Facility Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the LendersSecured Credit Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Collateral Agent, if required), to be applied against the Borrower Credit Facility Obligations, whether matured or unmatured, in such order as the Managing Administrative Collateral Agent may determinedetermine in accordance with Section 6.5.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder the Pledgor hereunder, or any set-off setoff or application of funds of such Guarantor the Pledgor by any Noteholder, or the receipt of any amounts by the Managing Administrative Agent or any LenderNoteholder with respect to any of the Collateral, such Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Noteholder against the Borrower SCGC or LRGP or against any guarantee or right of offset other collateral security held by the Managing Administrative Agent or any Lender Noteholder for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from the Borrower SCGC or LRGP in respect of payments made by such Guarantor hereunderthe Pledgor in connection with this Agreement, or amounts realized by the Agent or any Noteholder in connection with the Collateral, until all amounts owing to the Managing Administrative Agent and the Lenders Noteholders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the Managing Administrative Agent and the LendersNoteholders, segregated from other funds of such Guarantorthe Pledgor, and shall, forthwith upon receipt by such Guarantorthe Pledgor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the Managing Administrative Agent, if required), ) to be applied against the Borrower Obligations, 13 13 whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder Matria hereunder, or any set-off or application of funds of such Guarantor Matria by the Managing Administrative Agent or any Lender, such Guarantor Matria shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the Borrower Borrowers or against any Collateral or other security or guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such Guarantor Matria seek or be entitled to seek any contribution or reimbursement from any of the Borrower Borrowers in respect of payments made by such Guarantor Matria hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrowers on account of the Borrower Obligations are indefeasibly paid in full full, all Letters of Credit have expired or terminated and the Revolving Credit Commitments are have been terminated. If any amount shall be paid to such Guarantor Matria on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor Matria in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such GuarantorMatria, and shall, forthwith upon receipt by such GuarantorMatria, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor Matria (duly indorsed endorsed by such Guarantor Matria to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine. The provisions of this Section shall survive the termination of this Agreement and the payment in full of the Obligations, the termination or expiration of all Letters of Credit and the termination of the Revolving Credit Commitments.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Party, such no Guarantor shall not (a) be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Party against the Borrower or any guarantee other Guarantor or any collateral security or guaranty or right of offset held by the Managing Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall such Guarantor (b) seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunderunder this Guaranty, until all amounts owing to the Managing Administrative Agent and the Lenders on account or (c) assert any right, claim or cause of action, including, without limitation, any claim of subrogation, contribution or indemnification that such Guarantor has against the Borrower Obligations are indefeasibly paid or any other Loan Party, in full and all cases until the Commitments are terminatedTermination Date occurs. If any amount shall be is paid to such any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been indefeasibly paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Collateral Agent may determinedetermine in accordance with Sections 4.02(b) and 4.02(c) of the Loan Agreement.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any of the Guarantors hereunder or any set-off or application of funds of such Guarantor any of the Guarantors by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the Borrower Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Company on account of the Borrower Obligations are indefeasibly paid in full and full, the Revolving Credit Commitments are terminatedterminated and no Letters of Credit are outstanding. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent and the Lenders may determine.

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

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

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Party, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in either case, until all amounts owing to the Managing Administrative Agent and Secured Parties by the Lenders Borrower on account of the Borrower Obligations are indefeasibly paid in full and the Term Loan Commitments under the Facility are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the LendersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, unmatured in such order as accordance with the Managing Administrative Agent may determineprovisions of Section 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any of the Guarantors hereunder or any set-off or appropriation and application of funds of such Guarantor any of the Guarantors by the Managing Administrative Second Lien Collateral Agent or any Lenderother Second Lien Secured Party, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Second Lien Collateral Agent or any Lender other Second Lien Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Second Lien Collateral Agent or any Lender other Second Lien Secured Party for the payment of the Borrower Second Lien Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedTermination Date. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been indefeasibly paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the Managing Administrative Second Lien Collateral Agent and the Lendersother Second Lien Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Second Lien Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Second Lien Collateral Agent, if required), to be applied against the Borrower Second Lien Obligations, whether matured due or unmaturedto become due, in such order as accordance with Section 5.4 of the Managing Administrative Agent may determineSecurity Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any of the Guarantors hereunder or any set-off or appropriation and application of funds of such Guarantor any of the Guarantors by the Managing Administrative Agent or any Lenderother Guaranteed Party, such no Guarantor shall not 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 Managing Administrative Agent or any Lender other Guaranteed Party against the Borrower or any Guarantor or other guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender other Guaranteed Party for the payment of any of the Borrower Obligations, nor shall such 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 all amounts owing to the Managing Administrative Agent and the Lenders other Guaranteed Parties on account of the Borrower Obligations under the Loan Documents are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the Lendersother Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured due or unmaturedto become due, in such order as the Managing Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder the Pledgor hereunder, or any set-off setoff or application of funds of such Guarantor the Pledgor by any Holders, or the receipt of any amounts by the Managing Administrative Agent Trustee or any LenderHolder with respect to any of the Collateral, such Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent Trustee or any Lender Holder against the Borrower Issuer or the Company or against any guarantee or right of offset other collateral security held by the Managing Administrative Agent Trustee or any Lender Holder for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from the Borrower Issuer or the Company in respect of payments made by such Guarantor hereunderthe Pledgor in connection with this Agreement, or amounts realized by the Trustee or any Holders in connection with the Collateral, until all amounts owing to the Managing Administrative Agent Trustee and the Lenders Holders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the Managing Administrative Agent and the LendersTrustee, segregated from other funds of such Guarantorthe Pledgor, and shall, forthwith upon receipt by such Guarantorthe Pledgor, be turned over to the Managing Administrative Agent Trustee in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the Managing Administrative AgentTrustee, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent Trustee may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender, such no Guarantor shall not be entitled seek to be subrogated to enforce any right of subrogation in respect of any of the rights of the Managing Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender against the Borrower any Guarantor or any guarantee or right of offset held by the Managing Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by such Guarantor hereunder, Guaranteed Obligations until all amounts owing to the Managing Administrative Agent Agent, any Hedge Bank, any Cash Management Bank and the other Lenders by the Loan Parties on account of the Borrower Guaranteed Obligations are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent Agent, any Hedge Bank, any Cash Management Bank and the other Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower ObligationsGuaranteed Obligations , whether matured or unmatured, in such order as the Managing Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing agreement by the Guarantors shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any of the Guarantors hereunder or any set-off or appropriation and application of funds of such Guarantor any of the Guarantors by the Managing Administrative Agent Agents or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent Agents or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent Agents or any Lender for the payment of the Borrower Guaranteed Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent Agents and the Lenders by the Borrower on account of the Borrower Guaranteed Obligations are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent Agents and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent Agents in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative AgentAgents, if required), to be applied against the Borrower Guaranteed Obligations, whether matured due or unmaturedto become due, in such order as the Managing Administrative Agent Agents may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Party, such no Guarantor shall not be entitled to exercise its rights to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders Secured Parties on account of the Borrower Obligations are irrevocably and indefeasibly paid in full and the Commitments are terminatedin cash. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, such amount shall shall, subject to the Intercreditor Agreement, be held by such Guarantor in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such GuarantorSecured Parties, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, Obligations in such order as accordance with Section 10.02(c) of the Managing Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing General Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing General 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 Managing General Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing General Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing General 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 Managing General Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing General Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determineCredit Agreement shall provide.

No Subrogation. Notwithstanding any payment made or payments by a the Guarantor hereunder hereunder, or any set-off or application of funds of such the Guarantor by TCEP, or the Managing Administrative Agent or receipt of any Lenderamounts by TCEP with respect to any of the Guarantor Obligations, such the Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender TCEP against the Borrower or any guarantee other guarantor or right of offset against any collateral security held by the Managing Administrative Agent or any Lender TCEP for the payment of the Borrower Obligations, Guarantor Obligations nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by such the Guarantor hereunderin connection with the Guarantor Obligations, until all amounts owing to the Managing Administrative Agent and the Lenders TCEP on account of the Borrower Guarantor Obligations are indefeasibly paid in full and the Commitments Promissory Note and the TCEP Guaranty are terminated. If any amount shall be paid to such the Guarantor on account of such subrogation rights at any time when all of the Borrower Guarantor Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Managing Administrative Agent and the LendersTCEP, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Managing Administrative Agent TCEP in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the Managing Administrative AgentTCEP, if required), ) to be applied against the Borrower Guarantor Obligations, whether matured or unmatured, in or such order as other obligations arising under the Managing Administrative Agent may determineTCEP Guaranty.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any Borrower hereunder or any set-off setoff or application of funds of such Guarantor any Borrower by any Bank or the Managing Administrative Agent or any LenderAgent, such Guarantor Borrower shall not be entitled to be subrogated to any of the rights of any Bank or the Managing Administrative Agent or against any Lender against the other Borrower or any guarantee other guarantor or any collateral security or guaranty or right of offset held by any Bank or the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such Guarantor Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Managing Banks and the Administrative Agent and by the Lenders Borrowers on account of the Borrower Obligations are indefeasibly irrevocably paid in full and the Commitments are terminatedfull. If any amount shall be paid to such Guarantor a Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the Managing Administrative Agent Banks and the LendersAdministrative Agent, segregated from other funds of such Guarantorthat Borrower, and shall, forthwith upon receipt by such Guarantorthe Borrower, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Party, such no Guarantor shall not (a) be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Party against the Borrower or any guarantee other Guarantor or any collateral security or guaranty or right of offset held by the Managing Administrative Agent or any Lender Secured Party for the payment of the Borrower Secured Obligations, nor shall such Guarantor (b) seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunderunder this Guaranty, until all amounts owing to the Managing Administrative Agent and the Lenders on account or (c) assert any right, claim or cause of action, including, without limitation, any claim of subrogation, contribution or indemnification that such Guarantor has against the Borrower Obligations are indefeasibly paid or any other Loan Party, in full and all cases until the Commitments are terminatedTermination Date occurs. If any amount shall be is paid to such any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been indefeasibly paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Collateral Agent, if required), to be applied against the Borrower Secured Obligations, whether matured or unmatured, in such order as the Managing Administrative Collateral Agent may determinedetermine in accordance with Sections 4.02(b) and 4.02(c) of the Loan Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder the Pledgor hereunder, or any set-off setoff or application of funds of such Guarantor the Pledgor by the Managing Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any Lenderof the Collateral, such Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or against any Lender against the Borrower or the Guarantor or against any guarantee or right of offset other collateral security held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from any Borrower or the Borrower Guarantor in respect of payments made by such Guarantor hereunderthe Pledgor in connection with the Collateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are each Credit Agreement is terminated. If any amount shall be paid to such Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the Managing Administrative Agent and the LendersAgent, segregated from other funds of such Guarantorthe Pledgor, and shall, forthwith upon receipt by such Guarantorthe Pledgor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determineset forth in each Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor the Company hereunder or under any Note, or any set-off or application of funds of such Guarantor the Company by the Managing Administrative Agent or any Lender, such Guarantor the Company shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the Subsidiary Borrower or against any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Subsidiary Obligations, nor shall such Guarantor the Company seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrower in respect of payments made by such Guarantor hereunderthe Company hereunder or under any Note, until all amounts owing to the Managing Administrative Agent and the Lenders by the Subsidiary Borrower on account of the Borrower Subsidiary Obligations are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such Guarantor the Company on account of such subrogation rights at any time when all of the Borrower Subsidiary Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor the Company in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such Guarantorthe Company, and shall, forthwith upon receipt by such Guarantorthe Company, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor the Company (duly indorsed by such Guarantor the Company to the Managing Administrative Agent, if required), to be applied against the Borrower Subsidiary Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine. The provisions of this paragraph shall continue to be effective after the termination of this Agreement, the payment in full of the Subsidiary Obligations and the termination of the Commitments.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off setoff or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent Agent, the Collateral Agent, and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determineCredit Agreement shall prescribe.

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or Agent, any Lender, such Swingline Lender or Issuing Bank, no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent Agent, any Lender, Swingline Lender or Issuing Bank against the Borrowers or any Lender against the Borrower other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent Agent, any Lender, Swingline Lender or any Lender Issuing Bank for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedFacility Termination. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in fullprior to Facility Termination, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent Agent, Lenders, the Swingline Lenders and the Lenders, Issuing Banks segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as accordance with the Managing Administrative Agent may determineterms of the Credit Documents.

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

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

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder any Pledgor hereunder, or any set-off setoff or application of funds of such Guarantor any Pledgor by the Managing Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any Lenderof the Collateral, such Guarantor no Pledgor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent against any guarantor or against any Lender against the Borrower or any guarantee or right of offset other collateral security held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to any Pledgor seek any contribution or reimbursement from the Borrower any guarantor in respect of payments made by such Guarantor hereunderany Pledgor in connection with the Collateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are Credit Agreement is terminated. If any amount shall be paid to such Guarantor a Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor Pledgor in trust for the Managing Administrative Agent and the LendersAgent, segregated from other funds of such GuarantorPledgor, and shall, forthwith upon receipt by such GuarantorPledgor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor Pledgor (duly indorsed endorsed by such Guarantor to the Managing Administrative AgentPledgor, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 4.5 of the Managing Administrative Agent may determineCredit Agreement.

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

No Subrogation. Notwithstanding any payment made by a Guarantor hereunder or any set-off or application of funds of such Guarantor by anything to the Managing Administrative Agent or any Lender-------------- contrary in this Agreement, such Guarantor shall not be entitled each Grantor hereby irrevocably waives all rights which may have arisen in connection with this Agreement to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 ----------- thereof, under common law or otherwise) of the Managing Administrative Agent Agent, the Lenders, the Issuing Banks, the Arranger or any Lender the Syndication Agents against the Borrower or against any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender such Person for the payment of the Borrower Obligations. Each Grantor hereby further irrevocably waives all contractual, nor shall such Guarantor seek common law, statutory or be entitled to seek other rights of reimbursement, contribution, exoneration or indemnity (or any contribution similar right) from or reimbursement from against the Borrower or any other Person which may have arisen in respect of payments made by such Guarantor hereunderconnection with this Agreement. So long as the Guaranteed Obligations remain outstanding, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminated. If if any amount shall be paid by or on behalf of the Borrower to such Guarantor any Grantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid rights waived in fullthis paragraph, such amount shall be held by such Guarantor Grantor in trust for the Managing Administrative Agent and the Lenderstrust, segregated from other funds of such GuarantorGrantor, and shall, forthwith upon receipt by such GuarantorGrantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor Grantor (duly indorsed by such Guarantor Grantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order Obligations as the Managing Administrative Agent may determine.provided

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderGuaranteed Creditor, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Guaranteed Creditor against the either Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Guaranteed Creditor for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the either Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders Guaranteed Creditors on account of the Borrower Obligations are irrevocably and indefeasibly paid in full and the Commitments are terminatedin cash. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such GuarantorGuaranteed Creditors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 10.02(c) of the Managing Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by a any Guarantor -------------- hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing 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 Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by a the Guarantor hereunder pursuant to this Article X or any set-off or application of funds of such the Guarantor by the Managing Administrative Agent or any LenderLender in connection with the guarantee contained in this Article X, such the Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the any Designated Borrower or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the such Designated Borrower in respect of payments made by such Guarantor hereunderunder this Article X, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Managing Administrative Agent and the Lenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine. The provisions of this Section 10.02 shall survive the term of the guarantee contained in this Article X and the payment in full of the Obligations and the termination of the Commitments and this Agreement.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any of the Guarantors hereunder or any set-off or application of funds of such any of the Guarantors by any Noteholder, no Guarantor shall, until all amounts owing to the Noteholders by the Managing Administrative Agent or any LenderCompany on account of the Obligations are irrevocably paid in full, such Guarantor shall not be entitled to be subrogated to any of the rights of any Noteholder against the Managing Administrative Agent Company or any Lender against the Borrower other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Noteholder for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders on account any such rights of subrogation and reimbursement of the Borrower Obligations Guarantors are indefeasibly paid in full and the Commitments are terminatedhereby waived until such time. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the LendersNoteholders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent Noteholders in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative AgentNoteholders, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent Noteholders may determine.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder the Pledgor hereunder, or any set-off setoff or application of funds of such Guarantor the Pledgor by the Managing Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any Lenderof the Collateral, such Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent against any guarantor or against any Lender against the Borrower or any guarantee or right of offset other collateral security held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from the Borrower any guarantor in respect of payments made by such Guarantor hereunderthe Pledgor in connection with the Collateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Managing Administrative Agent and the Lenders on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are Credit Agreement is terminated. If any amount shall be paid to such Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the Managing Administrative Agent and the LendersAgent, segregated from other funds of such Guarantorthe Pledgor, and shall, forthwith upon receipt by such Guarantorthe Pledgor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor the Pledgor (duly indorsed endorsed by such Guarantor to the Managing Administrative AgentPledgor, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.be

No Subrogation. Notwithstanding any payment or payments made by a Guarantor any of the Guarantors hereunder or any set-off or application of funds of such Guarantor any of the Guarantors by the Managing Administrative Agent or any Lender, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender against the Borrower Borrowers or any other Guarantor or any collateral security or guarantee or right of 220 offset held by the Managing Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Managing Administrative Agent and the Lenders by the Parent Borrowers on account of the Borrower Obligations are indefeasibly paid in full and full, the Commitments are terminatedterminated and no Letter of Credit is outstanding. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing 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 Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by a any Guarantor hereunder or any set-off or application of funds of such any Guarantor by the Managing Administrative Agent or any LenderSecured Party, such no Guarantor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Managing Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in either case, until all amounts owing to the Managing Administrative Agent and Secured Parties by the Lenders Borrower on account of the Borrower Obligations are indefeasibly paid in full full, no Letter of Credit shall be outstanding and the Commitments under the Facilities are terminated. If any amount shall be paid to such any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Managing Administrative Agent and the LendersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Managing Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Managing Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, unmatured in such order as accordance with the Managing Administrative Agent may determineprovisions of Section 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder the Pledgor hereunder, or any set-off setoff or application of funds of such Guarantor the Pledgor by any Holder, or the receipt of any amounts by the Managing Administrative Agent Trustee or any LenderHolder with respect to any of the Collateral, such Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Managing Administrative Agent Trustee or any Lender Holder against the Borrower Issuer or against any guarantee or right of offset other collateral security held by the Managing Administrative Agent Trustee or any Lender Holder for the payment of the Borrower Obligations, nor shall such Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from the Borrower Issuer in respect of payments made by such Guarantor hereunderthe Pledgor in connection with this Agreement, or amounts realized by the Trustee or any Holder in connection with the Collateral, until all amounts owing to the Managing Administrative Agent Trustee and the Lenders Holders of Senior Secured Notes on account of the Borrower Obligations are indefeasibly paid in full and the Commitments are terminatedfull. If any amount shall be paid to such Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the Managing Administrative Agent and the LendersTrustee, segregated from other funds of such Guarantorthe Pledgor, and shall, forthwith upon receipt by such Guarantorthe Pledgor, be turned over to the Managing Administrative Agent Trustee in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the Managing Administrative AgentTrustee, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Managing Administrative Agent Trustee may determine.

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