Common use of No Subrogation Clause in Contracts

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower, any Subsidiary Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations or the Subsidiary Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account occurrence of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminatedTermination Event. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all before the occurrence of the Borrower Obligations shall not have been paid in fullTermination Event, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the 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 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 any Guarantor Borrower hereunder or any setoff or application of funds of any Guarantor Borrower by any Lender or the Administrative Agent or any LenderAgent, no Guarantor such Borrower shall not be entitled to exercise any rights to be subrogated to any of the rights of the Administrative Agent or any Lender or the Agent against the Borrower any other Borrower, any Guarantor or any other Guarantor guarantor or any collateral security, guarantee security or guaranty or right of offset held by the Administrative Agent or any Lender or the Agent for the payment of the Borrower Credit Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Administrative Agent Lenders and the Lenders Agent by the Borrower Borrowers on account of the Borrower Credit Obligations are irrevocably paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor a Borrower on account of such subrogation rights at any time when all of the Borrower Credit Obligations shall not have been irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the 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 Administrative Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the Administrative Agent, if required), to be applied against the Borrower Credit Obligations, whether matured or unmatured, in such order as the 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 any Guarantor Borrower hereunder or any setoff or application of funds of any Guarantor Borrower by any Lender or the Administrative Agent or any LenderAgent, no Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of any Lender or the Administrative Agent or against any Lender against the other Borrower or any other Guarantor guarantor or any collateral security, guarantee security or guaranty or right of offset held by any Lender or the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Lenders and the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are irrevocably paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor a Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the 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 Administrative Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by the Administrative Collateral Agent or any LenderNoteholder, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Noteholder against the Borrower Company or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Noteholder for the payment of the Borrower Company Obligations, nor shall 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 Administrative Collateral Agent and the Lenders Noteholders by the Borrower Company on account of the Borrower Company Obligations (other than contingent indemnification obligations not then due and payable) are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Company Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Borrower Company Obligations, whether matured or unmatured, in such order as the Administrative Collateral 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Security Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Security Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Security Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Security Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are Loan Commitment is terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Security Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Security Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Security 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Revolving Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent Agent, with the consent of the Required Lenders, 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderSecured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower Secured Parties on account of the Borrower Guaranteed Obligations are paid in full, no Letter and all of Credit is outstanding and the Commitments have expired or are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been 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 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsCredit Agreement.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the Company hereunder, or any setoff set-off or application of funds of any Guarantor the Company by the Administrative Agent or any Lender, no Guarantor the Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Subsidiary Borrowers or any other Guarantor or against any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations, nor shall any Guarantor the Company seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Subsidiary Borrowers in respect of payments made by such Guarantor the Company hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Subsidiary Borrowers on account of the Subsidiary Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments and Loans are terminated. If any amount shall be paid to any Guarantor the Company on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Company in trust for the 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 Administrative Agent in the exact form received by such Guarantor the Company (duly indorsed by such Guarantor the Company to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the 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 any Guarantor hereunder hereunder, or any setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against either one or both of the Borrower Designated Borrowers or any other Guarantor or against any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations or the Time Warner Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from either one or both of the Borrower or any other Guarantor Designated Borrowers in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any Guarantor of the Guarantors hereunder or any setoff set-off or appropriation and application of funds of any Guarantor of the Guarantors by the Administrative Agent or any Lenderother Secured Bank Party, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Administrative Agent or any Lender other Secured Bank Party against the Borrower Company or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender other Secured Bank Party for the payment of any of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminatedGuarantee Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the 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 Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsCredit Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent Co-Agents or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Co-Agents or any Lender other Secured Party against the Borrower Company or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent Co-Agents or any Lender other Secured Party for the payment of the Borrower Company Obligations, nor shall 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 Administrative Agent Co-Agents and the Lenders other Secured Parties by the Borrower Company on account of the Borrower Obligations Senior Secured Notes are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Company Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent Co-Agents in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative AgentCo-Agents, if required), to be applied against the Borrower Company Obligations, whether matured or unmatured, in such order as the Administrative Agent Co-Agents 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 any the Guarantor hereunder hereunder, or any setoff set-off or application of funds of any the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to exercise any rights to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Borrowers or any other Guarantor or against any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other Guarantor Loan Party in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderSecured Party, no Guarantor shall (a) be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the any Borrower or any other Guarantor or any collateral security, guarantee security or guaranty or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall any 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminatedTermination Date occurs. If any amount shall be is paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the 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 Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine. For determine in accordance with Sections 4.02(b) and 4.02(c) of the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsLoan Agreement.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor Borrower hereunder or any setoff or application of funds of any Guarantor Borrower by any Bank or the Administrative Agent or any LenderAgent, no Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of any Bank or the Administrative Agent or against any Lender against the other Borrower or any other Guarantor guarantor or any collateral security, guarantee security or guaranty or right of offset held by any Bank or the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Banks and the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are irrevocably paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor a Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the 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 Administrative Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any Guarantor the Parent hereunder or any setoff set-off or application of funds of any Guarantor the Parent by the Administrative Agent or any Lender, no Guarantor the Parent shall not be entitled to be subrogated to any of the rights of the Administrative Agent, the Documentation Agent or any Lender against the Borrower or any other Guarantor guarantor or any collateral security, security or guarantee or right of offset set-off held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor the Parent seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor the Parent hereunder, until all amounts owing to the Administrative Agent, the Documentation Agent and the Lenders by the Borrower on account of the Borrower Guaranteed Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are terminated. If any amount shall be paid to any Guarantor the Parent on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor Loan Party in trust for the 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 Administrative Agent in the exact form received by such Guarantor Loan Party (duly indorsed endorsed by such Guarantor Loan Party to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any Guarantor hereunder the Pledgor hereunder, or any setoff or application of funds of the Pledgor by any Guarantor Holder, or the receipt of any amounts by the Administrative Agent Trustee or any LenderHolder with respect to any of the Collateral, no Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any Lender Holder against the Borrower Issuer or against any other Guarantor or any collateral security, guarantee or right of offset security held by the Administrative Agent Trustee or any Lender Holder for the payment of the Borrower Obligations, nor shall any Guarantor the Pledgor seek any contribution or reimbursement from the Borrower or any other Guarantor 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 Administrative Agent Trustee and the Lenders by the Borrower Holders of Senior Secured Notes on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the 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 Administrative Agent Trustee in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the Administrative AgentTrustee, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent Trustee 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 made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent Agent, the Collateral Agent, and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing Credit Agreement shall operate as a waiver of any subrogation rightsprescribe.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder hereunder, or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or against any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 makes hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Revolving Credit Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, Agent if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent and the Lenders 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 made by any the Guarantor hereunder or any setoff set-off or application of funds of any the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Additional Borrower or any other Guarantor collateral security or any collateral security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Additional Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Additional Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Additional Borrower on account of the Additional Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are terminatedterminated or expired. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Additional Borrower Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, if required), to be applied against the Additional Borrower Obligations, whether matured or unmatured, in such order as the 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 any NAC Guarantor hereunder or any setoff set-off or application of funds of any NAC Guarantor by Agent, unless and until the Administrative Agent or any LenderObligations are paid in full, no 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 Administrative Agent or any Lender against the Borrower or any other Guarantor guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations. In addition, nor NAC Guarantor shall any 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 guarantor in respect of payments made by such NAC Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any NAC Guarantor on account of such Indebtedness or subrogation rights at any time when all of the Borrower Obligations shall not have been paid and satisfied in full, such amount shall be held by such NAC Guarantor in trust for the 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 Administrative Agent in the exact form received by such NAC Guarantor (duly indorsed by such NAC Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 made by any the Guarantor hereunder or any setoff set-off or application of funds of any the Guarantor by the Administrative Agent or any Lenderother Secured Party, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the any Borrower or any other Guarantor collateral security or any collateral security, guarantee or right of offset held by the Administrative Agent or any Lender other Secured Party for the payment of the Borrower Obligations, nor shall any the Guarantor 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 the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders other Secured Parties by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any Guarantor hereunder the Pledgor hereunder, or any setoff or application of funds of the Pledgor by the Administrative Agent, or the receipt of any Guarantor amounts by the Administrative Agent or with respect to any Lenderof the Collateral, no Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or against any Lender against the Borrower or the Guarantor or against any other Guarantor or any collateral security, guarantee or right of offset security held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor the Pledgor seek any contribution or reimbursement from the any Borrower or any other the 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of full and each Credit Agreement is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the 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 Administrative Agent in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor to the Administrative Agent, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing set forth in the foregoing shall operate as a waiver of any subrogation rightseach Credit Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder Pledgor hereunder, or any setoff or application of funds of any Guarantor Pledgor by the Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any Lenderof the Collateral, no Guarantor Pledgor shall be entitled to be subrogated to any of the rights of the Administrative Agent against any guarantor or any Lender against the Borrower or any other Guarantor or any collateral security, guarantee or right of offset security held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor Pledgor seek any contribution or reimbursement from the Borrower or any other Guarantor 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are Credit Agreement is terminated. If any amount shall be paid to any Guarantor a Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor Pledgor in trust for the 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 Administrative Agent in the exact form received by such Guarantor Pledgor (duly indorsed endorsed by such Guarantor to the 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 Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsCredit Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by anything to the Administrative Agent or any Lender-------------- contrary in this Agreement, no Guarantor shall 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 Administrative Agent Agent, the Lenders, the Issuing Banks, the Arranger or any Lender the Syndication Agents against the Borrower or any other Guarantor or against any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender such Person for the payment of the Borrower Obligations. Each Grantor hereby further irrevocably waives all contractual, nor shall common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any Guarantor seek any contribution similar right) from or reimbursement from against the Borrower or any other Guarantor 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If if any amount shall be paid by or on behalf of the Borrower to any Guarantor Grantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid rights waived in fullthis paragraph, such amount shall be held by such Guarantor Grantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor Grantor (duly indorsed by such Guarantor Grantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order Obligations as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.provided

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any setoff set-off or appropriation and application of funds of any Guarantor of the Guarantors by the Administrative Agent Agents or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Agents or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent Agents or any Lender for the payment of the Borrower Guaranteed Obligations, nor shall 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 Administrative Agent Agents and the Lenders by the Borrower on account of the Borrower Guaranteed Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent Agents in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative AgentAgents, if required), to be applied against the Borrower Guaranteed Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Agent Agents 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or Agent, any Lender, Swingline Lender or Issuing Bank, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Agent, any Lender, Swingline Lender or any Lender Issuing Bank against the Borrower Borrowers or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent Agent, any Lender, Swingline Lender or any Lender Issuing Bank for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminatedFacility Termination. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in fullprior to Facility Termination, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determine. For terms of the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsCredit Documents.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderBank, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Bank against the Borrower Company or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Bank for the payment of the Borrower Company Obligations, nor shall 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 Administrative Agent and the Lenders Banks by the Borrower Company on account of the Borrower Company Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Company Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Company Obligations, whether matured or unmatured, in such order as the 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 any Guarantor hereunder Matria hereunder, or any setoff set-off or application of funds of any Guarantor Matria by the Administrative Agent or any Lender, no Guarantor Matria shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Borrowers or against any Collateral or other Guarantor security or any collateral security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor Matria seek or be entitled to seek any contribution or reimbursement from any of the Borrower or any other Guarantor Borrowers in respect of payments made by such Guarantor Matria hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter all Letters of Credit is outstanding have expired or terminated and the Revolving Credit Commitments are have been terminated. If any amount shall be paid to any Guarantor Matria on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor Matria in trust for the 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 Administrative Agent in the exact form received by such Guarantor Matria (duly indorsed endorsed by such Guarantor Matria to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For The provisions of this Section shall survive the avoidance termination of doubtthis Agreement and the payment in full of the Obligations, nothing in the foregoing shall operate as a waiver termination or expiration of any subrogation rightsall Letters of Credit and the termination of the Revolving Credit Commitments.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderSecured Party, no Guarantor shall (a) be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security, guarantee security or guaranty or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall any 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 Administrative Agent and the Lenders by 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 on account of or any other Loan Party, in all cases until the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminatedTermination Date occurs. If any amount shall be is paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the 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 Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine. For determine in accordance with Sections 4.02(b) and 4.02(c) of the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsLoan Agreement.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any setoff set-off or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Company or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower Company on account of the Borrower Obligations are indefeasibly paid in full, the Revolving Credit Commitments are terminated and no Letter Letters of Credit is outstanding and the Commitments are terminatedoutstanding. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent and the Lenders 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent Agents or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Agents or any Lender against the Borrower Borrowers or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent Agents or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent Agents and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Documentation Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Documentation Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Documentation 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 made by any the Guarantor hereunder pursuant to this Article X or any setoff set-off or application of funds of any the Guarantor by the Administrative Agent or any LenderLender in connection with the guarantee contained in this Article X, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any Designated Borrower or any other Guarantor collateral security or any collateral security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the such Designated Borrower or any other Guarantor in respect of payments made by such Guarantor hereunderunder this Article X, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For The provisions of this Section 10.02 shall survive the avoidance term of doubt, nothing the guarantee contained in this Article X and the foregoing shall operate as a waiver payment in full of any subrogation rightsthe Obligations and the termination of the Commitments and this Agreement.

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

No Subrogation. Notwithstanding any payment made or payments by any the Guarantor hereunder hereunder, or any setoff set-off or application of funds of any the Guarantor by TCEP, or the Administrative Agent or receipt of any Lenderamounts by TCEP with respect to any of the Guarantor Obligations, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender TCEP against the Borrower or any other Guarantor guarantor or against any collateral security, guarantee or right of offset security held by the Administrative Agent or any Lender TCEP for the payment of the Borrower Obligations, Guarantor Obligations nor shall any the Guarantor seek any contribution or reimbursement from the Borrower or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunderin connection with the Guarantor Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Borrower TCEP on account of the Borrower Guarantor Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments Promissory Note and the TCEP Guaranty are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Administrative Agent TCEP in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the 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 Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsTCEP Guaranty.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderGuaranteed Creditor, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Creditor against the either Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Creditor for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower Guaranteed Creditors on account of the Borrower Obligations are irrevocably and indefeasibly paid in full, no Letter of Credit is outstanding and the Commitments are terminatedfull in cash. If any amount shall be paid to 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 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the 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 Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsCredit Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor -------------- hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderSecured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders Secured Parties by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Term Loan Commitments under the Facility are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, unmatured in such order as accordance with the Administrative Agent may determine. For the avoidance provisions of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsSection 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any setoff set-off or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Borrowers or any other Guarantor or any collateral security, security or guarantee or right of 220 offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower Parent Borrowers on account of the Borrower Obligations are paid in full, the Commitments are terminated and no Letter of Credit is outstanding and the Commitments are terminatedoutstanding. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower HCC or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower HCC Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower HCC on account of the Borrower HCC Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower HCC Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower HCC Obligations, whether matured or unmatured, in such order as the 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative any Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative any Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent Agents and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing Credit Agreement shall operate as a waiver of any subrogation rightsprescribe.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any a Guarantor hereunder hereunder, or any setoff set-off or application of funds of any such Guarantor by the Administrative Agent or any LenderBank, no such Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Bank against the either Borrower or any other Guarantor or against any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Bank for the payment of the Borrower Obligations, nor shall any such Guarantor seek or be entitled to seek any 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 Administrative Agent and the Lenders Banks by the Borrower Borrowers 176 4 on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated, and no Letters of Credit are outstanding. If any amount shall be paid to any a Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any the Guarantor hereunder hereunder, or any setoff set-off or application of funds of any the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to exercise any rights to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower HonoMo or any other Guarantor or against any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower HonoMo or any other Guarantor Loan Party in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower HonoMo on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any Guarantor hereunder the Pledgor hereunder, or any setoff or application of funds of the Pledgor by any Guarantor Holders, or the receipt of any amounts by the Administrative Agent Trustee or any LenderHolder with respect to any of the Collateral, no Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any Lender Holder against the Borrower Issuer or the Company or against any other Guarantor or any collateral security, guarantee or right of offset security held by the Administrative Agent Trustee or any Lender Holder for the payment of the Borrower Obligations, nor shall any Guarantor the Pledgor seek any contribution or reimbursement from the Borrower Issuer or any other Guarantor 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 Administrative Agent Trustee and the Lenders by the Borrower Holders on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the 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 Administrative Agent Trustee in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the Administrative AgentTrustee, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent Trustee 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative any Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative any Agent or any Lender against the Borrower or any other Guarantor or any collateral security, guarantee security or guaranty or right of offset held by the Administrative any Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Agent Agents and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid in cash to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the 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 any Guarantor hereunder the Pledgor hereunder, or any setoff or application of funds of the Pledgor by the Administrative Agent, or the receipt of any Guarantor amounts by the Administrative Agent or with respect to any Lenderof the Collateral, no Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent against any guarantor or any Lender against the Borrower or any other Guarantor or any collateral security, guarantee or right of offset security held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor the Pledgor seek any contribution or reimbursement from the Borrower or any other Guarantor 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 Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are Credit Agreement is terminated. If any amount shall be paid to any Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the 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 Administrative Agent in the exact form received by such Guarantor the Pledgor (duly indorsed endorsed by such Guarantor to the Administrative AgentPledgor, if required), ) to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.be

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderSecured Party, no Guarantor shall be entitled to exercise its rights to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor 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 Administrative Agent and the Lenders by the Borrower Secured Parties on account of the Borrower Obligations are irrevocably and indefeasibly paid in full, no Letter of Credit is outstanding and the Commitments are terminatedfull in cash. If any amount shall be paid to 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 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the 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 Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsCredit Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Security Agent or any the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Security Agent or any the Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Security Agent or any the Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Security Agent and the Lenders Lender by the Borrower on account of the Borrower Obligations obligations are paid in full, no Letter of Credit is outstanding full and the Commitments are Loan Commitment is terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Security Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Security Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Security 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderSecured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders Secured Parties by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments under the Facilities are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, unmatured in such order as accordance with the Administrative Agent may determine. For the avoidance provisions of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rightsSection 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any setoff set-off or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any LenderNoteholder, no Guarantor shall shall, until all amounts owing to the Noteholders by the Company on account of the Obligations are irrevocably paid in full, be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Noteholder against the Borrower Company or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Noteholder for the payment of the Borrower Obligations, nor shall 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 Administrative Agent and the Lenders by the Borrower on account any such rights of subrogation and reimbursement of the Borrower Obligations Guarantors are paid in full, no Letter of Credit is outstanding and the Commitments are terminatedhereby waived until such time. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent Noteholders in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative AgentNoteholders, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent Noteholders 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Paying Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Paying Agent or any Lender against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Paying Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Administrative Paying Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminatedFully Satisfied. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in fullFully Satisfied, such amount shall be held by such Guarantor in trust for the 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 Administrative Paying Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Paying Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Paying 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 any Guarantor of the Guarantors hereunder or any setoff set-off or appropriation and application of funds of any Guarantor of the Guarantors by the Administrative Agent or any Lenderother Guaranteed Party, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by Applicable Law) of the Administrative Agent or any Lender other Guaranteed Party against the Borrower or any Guarantor or other Guarantor guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender other Guaranteed Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor or other Guarantor guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower other Guaranteed Parties on account of the Borrower Obligations under the Loan Documents are paid in full, no Letter of Credit is outstanding full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured due or unmaturedto become due, in such order as the 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 made by any Guarantor hereunder or any setoff set-off or application of funds of any Guarantor by the Administrative Agent or any LenderSecured Credit Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Credit Party against the Borrower or any other Guarantor or any collateral security, security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Credit Party for the payment of the Borrower Credit Facility Obligations, nor shall 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 Administrative Agent and the Lenders Secured Credit Parties by the Borrower on account of the Borrower Credit Facility Obligations are paid in full, no Letter of Credit is shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Credit Facility Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Borrower Credit Facility Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine. For the avoidance of doubt, nothing determine in the foregoing shall operate as a waiver of any subrogation rightsaccordance with Section 6.5.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the Pledgor hereunder, or any setoff or application of funds of the Pledgor by any Guarantor Noteholder, or the receipt of any amounts by the Administrative Agent or any LenderNoteholder with respect to any of the Collateral, no Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Noteholder against the Borrower SCGC or LRGP or against any other Guarantor or any collateral security, guarantee or right of offset security held by the Administrative Agent or any Lender Noteholder for the payment of the Borrower Obligations, nor shall any Guarantor the Pledgor seek any contribution or reimbursement from the Borrower SCGC or any other Guarantor 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 Administrative Agent and the Lenders by the Borrower Noteholders on account of the Borrower Obligations are paid in full, no Letter of Credit is outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the 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 Administrative Agent in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the Administrative Agent, if required), ) to be applied against the Borrower Obligations, 13 13 whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.