Common use of No Subrogation Clause in Contracts

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the Lender, such Borrower shall not be entitled to be subrogated to any of the rights of the Lender against the other Borrower or any other guarantor or any collateral security or guaranty or right of offset held by the Lender for the payment of the obligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in full. If any amount shall be paid to a Borrower on account of such subrogation rights at any time when all of the obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the Lendereach Guarantor hereunder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustees or any Holder against the other Borrower Issuer or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Trustees or any Holder for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Issuer or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Trustees and the Holders by the Borrowers Issuer on account of the obligations Guaranteed Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustees and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustees in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustees, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineGuaranteed Obligations.

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

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the Lendereach Guarantor hereunder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustee or any Holder against the other Borrower Issuers or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Trustee or any Holder for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Issuers or any other guarantor Guarantor in respect of payments made by such Borrower hereunderGuarantor hereunder (including, without limitation, under Section 10.3), until all amounts owing to the Lender Trustee and the Holders by the Borrowers Issuers on account of the obligations Guaranteed Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineObligations.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application Subsidiary Guarantor hereunder, none of funds of either Borrower by the Lender, such Borrower Subsidiary Guarantors shall not be entitled to be subrogated to any of the rights of the Lender Trustee or any Holder against the other Borrower or any other guarantor Company or any collateral security or guaranty Guarantee or right of offset held by the Lender Trustee or any Holder for the payment of the obligationsObligations, nor shall such Borrower any of the Subsidiary Guarantors seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Subsidiary Guarantor in respect of payments made by such Borrower Subsidiary Guarantor hereunder, until all amounts owing to the Lender Trustee and the Holders, by the Borrowers Company on account of the obligations Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any of the Subsidiary Guarantors on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by the Borrowersuch Subsidiary Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Subsidiary Guarantor (duly endorsed indorsed by the Borrower such Subsidiary Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineObligations.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff or application of funds of either Borrower any of the Guarantors by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower any Loan Party or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower any Loan Party or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Secured Parties by the Borrowers any Loan Party on account of the obligations Obligations are irrevocably paid in full, no Letters of Credit are outstanding and the Commitments are terminated. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, Letters of Credit are outstanding and the Commitments shall not have been terminated, such amount shall be held by that Borrowersuch Guarantor in trust for the Secured Parties, segregated from other funds of such Guarantor, and shall, shall forthwith upon receipt by the Borrower, such Guarantor be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, at such time and in such order as the Lender Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower Guarantor hereunder or any setoff set-off or application of funds of either Borrower Guarantor by the Lender, such Borrower Guarantor shall not be entitled to be subrogated to any of the rights of the Lender against the Borrower, any other Borrower Obligor or any other guarantor Person or any collateral security or guaranty guarantee or right of offset held by the Lender for of the payment of the obligationsGuaranteed Indebtedness, nor shall such Borrower Guarantor seek or be entitled to seek any reimbursement or contribution or reimbursement from the Borrower, any other Borrower Obligor, or any other guarantor Person in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers Borrower on account of the obligations Guaranteed Indebtedness are irrevocably indefeasibly paid in fullfull in cash. If any amount shall be paid to a Borrower Guarantor on account of such the subrogation rights at any time when all of the obligations shall Guaranteed Indebtedness has not have been irrevocably indefeasibly paid in fullfull in cash, such amount shall be held by that BorrowerGuarantor in trust for the Guaranteed Parties, segregated from other funds of Guarantor, and shall, forthwith immediately upon receipt by the BorrowerGuarantor, be turned over to the Lender in the exact form received by the Borrower Guarantor (duly endorsed by the Borrower Guarantor to the Lender, if required), to be applied against the obligationsGuaranteed Indebtedness, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower the Guarantor hereunder or any setoff set-off or application of funds of either Borrower the Guarantor by any Secured Party, so long as any of the LenderGuaranteed Obligations under the Financing Documents remain outstanding (subject to Section 2.5), such Borrower shall not be entitled to be subrogated (a) the Guarantor subordinates all of its rights of subrogation to any of the rights of the Lender any Secured Party against the other Borrower or any other guarantor Loan Party or any collateral security or guaranty guarantee or right of offset held by the Lender Collateral Agent, the Administrative Agent or any other Secured Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower and (b) the Guarantor subordinates all of its rights to seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Loan Party in respect of payments made by such Borrower the Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid this Guaranty has been terminated in fullaccordance with its terms. If any amount shall be paid to a Borrower the Guarantor on account of such subrogation rights at any time when all of the obligations shall not have been irrevocably paid this Guaranty remains in fullfull force and effect, such amount shall be held by that Borrowerthe Guarantor in trust for the Secured Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the BorrowerGuarantor, promptly be turned over to the Lender Administrative Agent in the exact form received by the Borrower Guarantor (duly endorsed indorsed by the Borrower Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such manner and in such order as specified in the Lender may determineCredit Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the LenderGuarantor hereunder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustee, the Collateral Agent or any Holder against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Trustee, the Collateral Agent or any Holder for the payment of the obligationsNote Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Trustee, the Collateral Agent and the Holders by the Borrowers Company on account of the obligations Note Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Note Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineNote Obligations.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff or application of funds of either Borrower any Guarantor by the LenderCollateral Agent or any Noteholder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any Noteholder against the other Borrower Company or any other guarantor Guarantor or any collateral security Collateral or guaranty guarantee or right of offset held by the Lender Collateral Agent or any Noteholder for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid Payment in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations shall not have been irrevocably paid prior to Payment in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the Noteholders, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Lender may determineoccurrence or the continuance of any Event of Default.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderCollateral Agent or any Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Collateral Agent or any Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as accordance with Section 5.3 of the Lender may determinePledge Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the Lendereach Note Guarantor hereunder, such Borrower no Note Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustee or any Holder against the other Borrower Company or any other guarantor Note Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Trustee or any Holder for the payment of the obligationsGuarantor Obligations, nor shall such Borrower any Note Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Note Guarantor in respect of payments made by such Borrower Note Guarantor hereunder, until all amounts owing to the Lender Trustee and the Holders by the Borrowers Company on account of the obligations Guarantor Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Note Guarantor on account of such subrogation rights at any time when all of the obligations Guarantor Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Note Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Note Guarantor, and shall, forthwith upon receipt by the Borrowersuch Note Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Note Guarantor (duly endorsed indorsed by the Borrower such Note Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineGuarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the Lendereach Guarantor hereunder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustee or any Holder against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty Guarantee or right of offset held by the Lender Trustee or any Holder for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Trustee and the Holders by the Borrowers Company on account of the obligations Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineObligations.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder the Guarantor hereunder, or any setoff set-off or application of funds of either Borrower the Guarantor by the Administrative Agent or any Lender, such Borrower the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrower or any other guarantor Subsidiary Borrower or against any collateral security or guaranty Guaranty or right of offset held by the Administrative Agent or any Lender for the payment of the obligationsObligations, nor shall such Borrower the Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Subsidiary Borrower in respect of payments made by such Borrower the Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account occurrence of the obligations are irrevocably paid in fulla Termination Event. If any amount shall be paid to a Borrower the Guarantor on account of such subrogation rights at any time when all before the occurrence of the obligations shall not have been irrevocably paid in fulla Termination Event, such amount shall be held by that Borrowerthe Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the BorrowerGuarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower Guarantor (duly endorsed indorsed by the Borrower Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff or application of funds of either Borrower any Guarantor by the LenderAdministrative Agent or any other Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Secured Party against the other any Borrower or any other guarantor Guarantor or any collateral security Collateral or guaranty guarantee or right of offset held by the Lender Administrative Agent or any other Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other any Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account Discharge of the obligations are irrevocably paid in fullObligations. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the obligations shall not have been irrevocably paid in fullObligations, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Lender may determineoccurrence or the continuance of any Event of Default.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the Lendereach Guarantor hereunder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustee, the Collateral Agent or any Holder against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Trustee, the Collateral Agent or any Holder for the payment of the obligationsany Guarantor Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Trustee, the Collateral Agent and the Holders by the Borrowers Company on account of the obligations any Guarantor Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guarantor Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustee or the Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustee or the Collateral Agent, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineGuarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderGuaranteed Parties, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Guaranteed Parties against the other Borrower or any other guarantor or any collateral security or guaranty or right of offset held by the Lender Guaranteed Parties for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Guaranteed Parties by the Borrowers Borrower on account of the obligations Obligations are irrevocably paid in fullfull and the Facility Agreement has been terminated. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowerin trust for the benefit of the Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Guaranteed Parties in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderGuaranteed Parties, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Guaranteed Parties may determine.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff or application of funds of either Borrower any of the Guarantors by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower any Credit Party or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower any Credit Party or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Secured Parties by the Borrowers any Credit Party on account of the obligations Obligations are irrevocably paid in full, no Letters of Credit are outstanding and the Commitments are terminated. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, Letters of Credit are outstanding and the Commitments shall not have been terminated, such amount shall be held by that Borrowersuch Guarantor in trust for the Secured Parties, segregated from other funds of such Guarantor, and shall, shall forthwith upon receipt by the Borrower, such Guarantor be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, at such time and in such order as the Lender Collateral Agent may determine.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the LenderGuarantor hereunder, such Borrower Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustee, the Security Agent, the Polish Security Agent or any Holder against the other Borrower or any other guarantor Issuer or any collateral security or guaranty Guarantee or right of offset held by the Lender Trustee, the Security Agent, the Polish Security Agent or any Holder for the payment of the obligations, Obligations nor shall such Borrower Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Issuer in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Trustee, the Security Agent, the Polish Security Agent and the Holders by the Borrowers Issuer on account of the obligations Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustee, the Security Agent, the Polish Security Agent and the Holders, segregated from other funds of such Guarantor and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineObligations.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsBorrower Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers Secured Parties on account of the obligations Borrower Obligations are irrevocably and indefeasibly paid in fullfull in cash. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Borrower Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, such amount shall be held by that Borrowersuch Guarantor in trust for the Secured Parties, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsBorrower Obligations, whether matured or unmatured, in such order as accordance with Section 10.02(c) of the Lender may determineTerm Loan Agreement.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff or application of funds of either Borrower any Guarantor by the LenderAdministrative Agent or any other Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender against the other Borrower Administrative Agent or any other guarantor Secured Party against the Borrowers or any collateral security other Guarantor or guaranty any Collateral or guarantee or right of offset held by the Lender Administrative Agent or any other Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Borrowers or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account Discharge of the obligations are irrevocably paid in fullObligations. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the obligations shall not have been irrevocably paid in fullObligations, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Lender may determineoccurrence or the continuance of any Event of Default.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff or application of funds of either Borrower any Guarantor by the Lenderany Guaranteed Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Guaranteed Party against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset setoff held by the Lender Administrative Agent or any other Guaranteed Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Guaranteed Parties by the Borrowers Company on account of the obligations Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent for deposit to the deposit accounts established pursuant to Section 5.8 of the Credit Agreement in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as specified in the Lender may determineSecurity Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Guaranteed Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Guaranteed Party against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Administrative Agent or any other Guaranteed Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Guaranteed Parties by the Borrowers Company on account of the obligations Guaranteed Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Guaranteed Parties, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as such Guarantor (or, if an Event of Default shall have occurred and be continuing, the Lender Administrative Agent) may determine.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderAdministrative Agent or any other Lender Party, such Borrower no Guarantor shall not be entitled seek to be subrogated to enforce any right of subrogation in respect of any of the rights of the Lender against the other Borrower Administrative Agent or any other guarantor Lender Party against any Loan Party or any collateral security or guaranty guarantee or right of offset held by the Administrative Agent or any other Lender Party for the payment of the obligationsObligations, nor shall such Borrower seek or be entitled to any Guarantor seek any contribution or reimbursement from the other Borrower or any other guarantor Loan Party in respect of payments made by such Borrower hereunderGuarantor under this Article 10, until all amounts owing to the Administrative Agent and the other Lender Parties by the Borrowers Loan Parties on account of the obligations Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Lender Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing agreement by the Guarantor shall operate as a waiver of any subrogation rights.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application the Guarantors hereunder, none of funds of either Borrower by the Lender, such Borrower Guarantors shall not be entitled to be subrogated to any of the rights of the Lender Trustee or any Holder against the other Borrower or any other guarantor Issuer or any collateral security or guaranty guarantee or right of offset held by the Lender Trustee or any Holder for the payment of the obligationsObligations, nor shall such Borrower any of the Guarantors seek or be entitled to seek any contribution or reimbursement from the other Borrower Issuer or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Trustee and the Holders, as well as the holders of any other Permitted Indebtedness, by the Borrowers Issuer on account of the obligations Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any of the Guarantors on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineObligations.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff set-off or appropriation or application of funds of either Borrower any of the Guarantors by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations until the Termination Date, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower hereunder, Guarantor hereunder until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderAdministrative Agent or any other Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Administrative Agent or any other Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullRevolving Loan Secured Obligations Termination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Revolving Loan Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Revolving Loan Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsRevolving Loan Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine, subject to the terms and provisions of the Collateral Trust Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Agent or any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Agent or any Lender for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Secured Obligations are Paid in Full; provided, however, that each Guarantor agrees that such right of subrogation shall be automatically (without any further action) and irrevocably paid waived and released in fullits entirety if any Collateral is acquired by a Person as a result of the exercise of remedies under the Loan Documents, a court order or a plan of reorganization or similar dispositive plan. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Secured Obligations shall not have been irrevocably paid Paid in fullFull (or when such right of subrogation shall have been waived), such amount shall be held by that Borrowersuch Guarantor in trust for Agent and Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be promptly turned over to the Lender Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed (but without any representation or warranty) by the Borrower such Guarantor to the LenderAgent, if required), to be applied against the obligationsSecured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Lender may determineprovisions of Section 2.10.2 of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff set-off or appropriation and application of funds of either Borrower any of the Guarantors by the LenderCollateral Agent or any other ABL Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any other ABL Secured Party against the other any ABL Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Collateral Agent or any other ABL Secured Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other any ABL Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullRelease Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullRelease Date, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the other ABL Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured due or unmaturedto become due, in such order as accordance with Section 5.04 of the Lender may determineABL Security Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff set-off or appropriation and application of funds of either Borrower any of the Guarantors by the LenderCollateral Agent or any other Term Loan Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any other Term Loan Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Collateral Agent or any other Term Loan Secured Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullRelease Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullRelease Date, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the other Term Loan Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured due or unmaturedto become due, in such order as accordance with Section 5.04 of the Lender may determineTerm Loan Security Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Agent or any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Agent or any Lender for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Secured Obligations are irrevocably paid Paid in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Secured Obligations shall not have been irrevocably paid Paid in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for Agent and Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be promptly turned over to the Lender Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed (but without any representation or warranty) by the Borrower such Guarantor to the LenderAgent, if required), to be applied against the obligationsSecured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Lender may determineprovisions of Section 2.10.2 of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by either any Borrower hereunder or any setoff or application of funds of either any Borrower by the Lead Lender, such Borrower shall not be entitled to be subrogated to any of the rights of the Lead Lender against the any other Borrower or any other guarantor or any collateral security or guaranty or right of offset held by the Lead Lender for the payment of the obligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by such Borrower hereunder, until all amounts owing to the Lead Lender by the Borrowers on account of the obligations are irrevocably paid in full. If any amount shall be paid to a Borrower on account of such subrogation rights at any time when all of the obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Lead Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lead Lender, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lead Lender may determine.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder any Guarantor hereunder, or any setoff or application of funds of either Borrower any Guarantor by the any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrower or any other guarantor or against any collateral security or guaranty guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Administrative Agent and the Lenders by the Borrowers Borrower on account of the obligations Obligations are irrevocably paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is Cash Collateralized in accordance with Section 2.05(d) of the Credit Agreement) and the Commitments are terminated. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff set-off or appropriation and application of funds of either Borrower any of the Guarantors by the LenderCollateral Agent or any other Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Collateral Agent or any other Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsObligations, whether matured due or unmaturedto become due, in such order as accordance with Section 5.04 of the Lender may determineSecurity Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower the Guarantors hereunder or any setoff or application of funds of either Borrower the Guarantors by the LenderAgent or any other Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security Collateral or guaranty guarantee or right of offset held by the Lender Agent or any other Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower the Guarantors hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account Discharge of the obligations are irrevocably paid in fullObligations. If any amount shall be paid to a Borrower on account any Guarantor in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the Discharge of the obligations shall not have been irrevocably paid in fullObligations, such amount shall be held by that Borrowersuch Guarantor in trust for the Agent and the other Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAgent, if required), to be applied against the obligations, whether matured or unmatured, in such order as set forth in Section 11.2 of the Lender may determineLoan Agreement irrespective of the occurrence or the continuance of any Event of Default.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff set-off or appropriation or application of funds of either Borrower any of the Guarantors by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations until the Termination Date, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower hereunder, Guarantor hereunder until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Guaranteed Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Guaranteed Party against the other Borrower or any other guarantor Person or any collateral security or guaranty guarantee or right of offset held by the Lender for any Guaranteed Party of the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any reimbursement or contribution or reimbursement from the Borrower, any other Borrower Guarantor, or any other guarantor Person in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Guaranteed Parties by the Borrowers Borrower on account of the obligations Guaranteed Obligations are irrevocably paid in fullfull in cash. If any amount shall be paid to a Borrower any Guarantor on account of such the subrogation rights at any time when all of the obligations shall Guaranteed Obligations have not have been irrevocably paid in fullfull in cash, such amount shall be held by that Borrowersuch Guarantor in trust for the Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith immediately upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower a Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Agent or any Secured Party against the other Borrower Seller or any other guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Seller or any other guarantor in respect of payments made by such Borrower a Guarantor hereunder, until all amounts owing to the Lender Agent and the Secured Parties by the Borrowers Seller on account of the obligations Obligations are irrevocably paid in fullfull and the Master Repurchase Agreement shall have expired or been terminated. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAgent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Agent and the Secured Parties may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff or application of funds of either Borrower any of the Guarantors by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower any Loan Party or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower any Loan Party or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor in trust for the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrower, such Guarantor be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsSecured Obligations, whether matured or unmatured, at such time and in such order as the Lender Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder any Guarantor hereunder, or any setoff or application of funds of either Borrower any Guarantor by the any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrower or any other guarantor or against any collateral security or guaranty guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Administrative Agent and the Lenders by the Borrowers on account of the obligations Obligations are irrevocably paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and the Commitments are terminated. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder any Guarantor hereunder, or any setoff or application of funds of either Borrower any Guarantor by the any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrower or any other guarantor or against any collateral security or guaranty guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Administrative Agent and the Lenders by the Borrowers Borrower on account of the obligations Obligations are irrevocably paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and the Commitments are terminated. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date occurs. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor for the benefit of Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determinedetermine in accordance with Section 5.02(j) of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower the Guarantors hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any Secured Party against the other Borrower any Borrower, any Guarantor or any other guarantor of the Obligations or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower any Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of the Guarantors, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact exact‌ form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Collateral Agent and the Secured Parties may determine.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder Guarantor pursuant to this Guaranty or any setoff set-off or application of funds of either Borrower Guarantor by the LenderAdministrative Agent or any Lender in connection with this Guaranty, such Borrower Guarantor shall not be entitled exercise any rights to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrower or any other guarantor or any collateral security or guaranty guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the obligationsBorrower Obligations, nor shall such Borrower seek or be entitled to Guarantor seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower hereunderGuarantor under this Guaranty, until all amounts owing to the Lender by Administrative Agent and the Borrowers Lenders on account of the obligations Borrower Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower Guarantor on account of such subrogation rights at any time when all any of the obligations Borrower Obligations shall not have been irrevocably paid in full, such amount shall be held by that BorrowerGuarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of Guarantor, and shall, forthwith upon receipt by the BorrowerGuarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower Guarantor (duly endorsed indorsed by the Borrower Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsBorrower Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine. The provisions of this Section 2.2 shall survive the term of this Guaranty and the payment in full of the Borrower Obligations.

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

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower the Guarantor hereunder or any setoff set-off or application of funds of either Borrower the Guarantor by the LenderAdministrative Agent or any other Guaranteed Creditor, such Borrower the Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Guaranteed Creditor against the other MLP, the Borrower or any other guarantor Loan Party or any collateral security or guaranty guarantee or right of offset held by the Lender Administrative Agent or any other Guaranteed Creditor for the payment of the obligationsObligations, nor shall such Borrower the Guarantor seek or be entitled to seek any contribution or reimbursement from the other MLP, the Borrower or any other guarantor Loan Party in respect of payments made by such Borrower the Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullRelease Date. If any amount shall be paid to a Borrower the Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullRelease Date, such amount shall be held by that Borrowerthe Guarantor in trust for the Administrative Agent and the other Guaranteed Creditors, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the BorrowerGuarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower Guarantor (duly endorsed indorsed by the Borrower Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, as directed by the Administrative Agent in such order as the Lender may determineits sole discretion.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Administrative Agent or any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Secured Obligations are irrevocably paid Paid in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Secured Obligations shall not have been irrevocably paid Paid in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for Administrative Agent and Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsSecured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Lender may determineprovisions of Section 2.4(A) and 2.4(B) of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderLenders, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Lenders against the other Borrower AHI or any other guarantor Guarantor or any collateral security or guaranty or right of offset held by the Lender Lenders for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower AHI or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Secured Obligations are irrevocably paid Paid in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Secured Obligations shall not have been irrevocably paid Paid in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Lenders in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by such Guarantor to Lenders, if required by the Borrower to the Lender, if requiredRequired Lenders), to be applied against the obligationsSecured Obligations, whether matured or unmatured, in such order as a manner consistent with the Lender may determineprovisions of the Facility Agreement.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to exercise its rights to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower seek or be entitled to any Guarantor seek any indemnity, exoneration, participation, contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account Discharge of the obligations are irrevocably paid in fullSecured Obligations shall have occurred. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the obligations shall not have been irrevocably paid in fullSecured Obligations, such amount shall be held by that Borrowersuch Guarantor in trust for the Secured Parties, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsGuaranteed Obligations in accordance with Section 5(c) of the Swap Intercreditor Agreement (or, whether matured or unmaturedif the Swap Intercreditor Agreement has terminated in accordance with its terms, in such order as Section 10.02(c) of the Lender may determineCredit Agreement).

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the LenderGuarantor hereunder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Trustee or any Holder against the other Borrower Issuer or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Trustee or any Holder for the payment of the obligationsGuarantor Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Issuer or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Guarantor Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guarantor Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Trustee in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderTrustee, if required), to be applied against the obligations, whether matured or unmatured, in such order as the Lender may determineGuarantor Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the LenderGuarantors hereunder, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Collateral Agent or any Lender against the other Borrower or any other guarantor or any collateral security or guaranty guarantee or right of offset held by the Collateral Agent or any Lender for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other Loan Party or any guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case until all amounts owing to the Lender Lenders and the Agents by the Borrowers Borrower on account of the obligations Guaranteed Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent (on behalf of the Agents and the Lenders), segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as the Lender Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder any Guarantor pursuant to this Article X or any setoff set-off or application of funds of either Borrower such Guarantor by any Secured Party in connection with the Lenderguarantee contained in this Article X, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower or any other guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower hereunderGuarantor under this Article X, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Secured Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsSecured Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine. The provisions of this Section 10.02 shall survive the term of the guarantee contained in this Article X and the Termination Date.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Guaranteed Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Guaranteed Party against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Administrative Agent or any other Guaranteed Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Guaranteed Parties by the Borrowers Company on account of the obligations Guaranteed Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowersuch Guarantor in trust for the Guaranteed Parties, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as such Guarantor (or, if an Event of Default shall have occurred and be continuing, the Lender Administrative Agent) may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Loan Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Loan Guarantor by the Lender, such Borrower no Loan Guarantor shall not be entitled to be subrogated to any of the rights of the Lender against the other Borrower or any other guarantor Loan Guarantor or any collateral security or guaranty or right of offset held by the Lender for the payment of the obligationsSecured Obligations, nor shall such Borrower any Loan Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Loan Guarantor in respect of payments made by such Borrower Loan Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Secured Obligations are irrevocably paid Paid in fullFull, no Letters of Credit shall be outstanding, and the Commitments are terminated. If any amount shall be paid to a Borrower any Loan Guarantor on account of such subrogation rights at any time when all of the obligations Secured Obligations shall not have been irrevocably paid Paid in fullFull, such amount shall be held by that Borrowersuch Loan Guarantor in trust for Lender, segregated from other funds of such Loan Guarantor, and shall, forthwith upon receipt by the Borrowersuch Loan Guarantor, be turned over to the Lender in the exact form received by the Borrower such Loan Guarantor (duly endorsed indorsed by the Borrower to the Lendersuch Loan Guarantor, if required), to be applied against the obligationsSecured Obligations, whether matured or unmatured, in such order as the Lender may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderAgent or any other Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Agent or any other Secured Party against the other any Borrower or any other guarantor Guarantor or any collateral security or guaranty or right of offset held by the Lender Agent or any other Secured Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other any Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Guaranteed Obligations are irrevocably paid Paid in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid Paid in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to Agent (for the Lender benefit of the Secured Parties) in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the Lender, if requiredAgent), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, as set forth in such order as the Lender may determineSection 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderAdministrative Agent or any other Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security Collateral or guaranty guarantee or right of offset held by the Lender Administrative Agent or any other Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account Discharge of the obligations are irrevocably paid in fullObligations. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the obligations shall not have been irrevocably paid in fullObligations, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Lender may determineoccurrence or the continuance of any Event of Default.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower hereunderGuarantor under this Guarantee, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date occurs. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor for the benefit of Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender Collateral Agent may determinedetermine in accordance with Section 4.02(d) of this Agreement. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderCollateral Agent or any Secured Party, such Borrower no Guarantor shall not be entitled to seek or enforce its right to be subrogated to any of the rights of the Lender Collateral Agent or any Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender Collateral Agent or any Secured Party for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid Payment in fullFull . If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Borrower Obligations shall not have been irrevocably paid in fullfull or such payment is otherwise prohibited pursuant to the immediately preceding sentence, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsBorrower Obligations, whether matured or unmatured, in such order as the Lender Collateral Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff set-off or appropriation or application of funds of either Borrower any of the Guarantors by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations until Payment in Full, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower hereunder, Guarantor hereunder until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid Payment in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations shall not have been irrevocably paid prior to Payment in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as accordance with Section 11 of the Lender may determineCredit Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower Guarantor hereunder or any setoff set-off or application of funds of either Borrower Guarantor by the LenderBuyer pursuant to any Principal Agreement, such Borrower Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Buyer against the other Borrower Seller or any other guarantor or any collateral security or guaranty guarantee or right of offset set-off held by the Lender Buyer for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Seller or any other guarantor in respect of payments of the Guaranteed Obligations made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Buyer by the Borrowers Seller on account of the obligations Guaranteed Obligations are irrevocably paid in fullfull and the Agreement is terminated. If any amount payment of the Guaranteed Obligations shall be paid to a Borrower Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Lender Guarantor in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required), trust for Buyer to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as the Lender Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set‑off or application of funds of either Borrower any Guarantor by the Lenderany Guaranteed Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender any Guaranteed Party against the other Borrower or any other guarantor Person or any collateral security or guaranty guarantee or right of offset held by the Lender for any Guaranteed Party of the payment of the obligationsGuaranteed Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any reimbursement or contribution or reimbursement from the Borrower, any other Borrower Guarantor or any other guarantor Person in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Guaranteed Parties by the Borrowers Borrower on account of the obligations Guaranteed Obligations are irrevocably paid in fullfull in cash. If any amount shall be paid to a Borrower any Guarantor on account of such the subrogation rights at any time when all of the obligations shall Guaranteed Obligations have not have been irrevocably paid in fullfull in cash, such amount shall be held by that Borrowersuch Guarantor in trust for the Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith immediately upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder the Guarantor hereunder, or any setoff or application of funds of either Borrower the Guarantor by the LenderAgent or any Secured Party, such Borrower shall the Guarantor hereby irrevocably agrees not be entitled to exercise any and all rights it may have to be subrogated to any of the rights of the Lender Agent and the Secured Parties against any of the other Borrower Company or any Subsidiary thereof and any and all rights of reimbursement, assignment, indemnification or implied contract or any similar rights against any of the Company or any Subsidiary thereof or against any endorser or other guarantor of all or any collateral security or guaranty or right of offset held by the Lender for the payment part of the obligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower hereunderGuaranteed Obligations, until all amounts owing to the Lender by termination of this Guaranty in accordance with paragraph 6 hereof. If, notwithstanding the Borrowers on account of the obligations are irrevocably paid in full. If foregoing, any amount shall be paid to a Borrower the Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrowerthe Guarantor in trust for the Agent and each Secured Party, segregated from other funds of the Guarantor, and shall, forthwith upon (and in any event within two (2) Business Days of) receipt by the BorrowerGuarantor, be turned over to the Lender Agent in the exact form received by the Borrower Guarantor (duly endorsed by the Borrower Guarantor to the LenderAgent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as the Lender Agent may determinedetermine (subject to the provisions of the Credit Agreement).

No Subrogation. Notwithstanding any payment or payments made by either Borrower any of the Guarantors hereunder or any setoff set-off or appropriation or application of funds of either Borrower any of the Guarantors by the Lenderany Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Lender any Secured Party for the payment of the obligationsObligations until Payment in Full, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower hereunder, Guarantor hereunder until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid Payment in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations shall not have been irrevocably paid prior to Payment in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligationsObligations, whether matured or unmatured, in such order as the Lender may determineAdministrative Agent is directed by the Majority Lenders.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Agent or any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender against the other a Borrower or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Agent or such Lender for the payment of the obligationsObligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other a Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account of the obligations are irrevocably paid in fullTermination Date. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of prior to the obligations shall not have been irrevocably paid in fullTermination Date, such amount shall be held by that Borrowersuch Guarantor in trust for Agent or Lender, as applicable, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Agent or such Lender, as applicable, in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the Agent or such Lender, as applicable, if required), to be applied against to the obligationsObligations, whether matured irrespective of the occurrence or unmatured, in such order as the Lender may determinecontinuance of any Event of Default.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder Guarantor hereunder, or any setoff set-off or application of funds of either Borrower Guarantor by the Agent or any Lender, such Borrower Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender against the other Borrower or any other guarantor or against any collateral security or guaranty Guaranty or right of offset set-off held by the Agent or any Lender for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender Agent and Lenders by the Borrowers Borrower on account of the obligations Guaranteed Obligations are irrevocably paid in fullfull and the Tranche A Commitments and the Tranche B Commitments are terminated. If any amount shall be paid to a Borrower Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that BorrowerGuarantor in trust for Agent and Lenders, segregated from other funds of Guarantor, and shall, forthwith upon receipt by the BorrowerGuarantor, be turned over to the Lender Agent in the exact form received by the Borrower Guarantor (duly endorsed indorsed by the Borrower Guarantor to the LenderAgent, if required), to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as accordance with the Lender may determineCredit Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the Administrative Agent or any Lender, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any Borrower, any other Borrower Loan Party or any other guarantor Guarantor or any collateral security or guaranty guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the obligationsPrimary Obligations of the Loan Parties, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the any Borrower, any other Borrower Loan Party or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account Discharge of the obligations are irrevocably paid in fullObligations. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the obligations shall not have been irrevocably paid in fullObligations, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligations, whether matured or unmaturedPrimary Obligations of the Loan Parties, in such order as the Lender may determineset forth in Section 6.6.

No Subrogation. Notwithstanding any payment or payments made by either Borrower Parent Guarantor hereunder or any setoff set-off or application of funds of either Borrower Parent Guarantor by the LenderBuyer pursuant to any Principal Agreement, such Borrower Parent Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Buyer against the other Borrower Seller or any other guarantor or any collateral security or guaranty guarantee or right of offset set-off held by the Lender Buyer for the payment of the obligationsGuaranteed Obligations, nor shall such Borrower Parent Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Seller or any other guarantor in respect of payments of the Guaranteed Obligations made by such Borrower Parent Guarantor hereunder, until all amounts owing to the Lender Buyer by the Borrowers Seller on account of the obligations Guaranteed Obligations are irrevocably paid in fullfull and the Agreement is terminated. If any amount payment of the Guaranteed Obligations shall be paid to a Borrower Parent Guarantor on account of such subrogation rights at any time when all of the obligations Guaranteed Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Lender Parent Guarantor in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required), trust for Buyer to be applied against the obligationsGuaranteed Obligations, whether matured or unmatured, in such order as the Lender Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by either Borrower any Guarantor hereunder or any setoff set-off or application of funds of either Borrower any Guarantor by the LenderCollateral Agent or any Secured Party, such Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Collateral Agent or any Secured Party against the other Borrower Company or any other guarantor Guarantor or any collateral security or guaranty or right of offset held by the Lender Collateral Agent or any Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower Company or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, until all amounts owing to the Lender by the Borrowers on account of the obligations Secured Obligations are irrevocably paid Paid in fullFull. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all of the obligations Secured Obligations shall not have been irrevocably paid Paid in fullFull, such amount shall be held by that Borrowersuch Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Collateral Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderCollateral Agent, if required), to be applied against the obligationsSecured Obligations, whether matured or unmatured, in such order as accordance with the Lender may determineFinancing Documents.

No Subrogation. Notwithstanding any payment or payments made by either Borrower hereunder or any setoff or application of funds of either Borrower by the Lender, such Borrower No Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Administrative Agent or any other Secured Party against the other Borrower or any other guarantor Guarantor or any collateral security Collateral or guaranty guarantee or right of offset held by the Lender Administrative Agent or any other Secured Party for the payment of the obligationsSecured Obligations, nor shall such Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the other Borrower or any other guarantor Guarantor in respect of payments made by such Borrower Guarantor hereunder, in each case, until all amounts owing to the Lender by the Borrowers on account Discharge of the obligations are irrevocably paid in fullObligations. If any amount shall be paid to a Borrower any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the obligations shall not have been irrevocably paid in fullObligations, such amount shall be held by that Borrowersuch Guarantor in trust for the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Borrower such Guarantor (duly endorsed indorsed by the Borrower such Guarantor to the LenderAdministrative Agent, if required), to be applied against the obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Lender may determineoccurrence or the continuance of any Event of Default.