Common use of No Subrogation Clause in Contracts

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Subsidiary Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Subsidiary Guarantor by the Administrative Agent or any LenderGuaranteed Creditors, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Creditors against the Subsidiary Borrowers Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Creditor for the payment of the Subsidiary Obligations Liabilities, nor shall the Parent Borrower any Subsidiary Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Subsidiary Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Guaranteed Creditors on account of the Subsidiary Obligations Liabilities are irrevocably and indefeasibly paid in full in immediately available fundscash, no Letter of Credit shall be outstanding and all of the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Obligations Liabilities shall not have been irrevocably and indefeasibly paid in full in immediately available fundscash, any Letter of Credit shall be outstanding or any of the Commitments are in effect, such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit of the Administrative Agent and the LendersGuaranteed Creditors, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Liabilities, whether matured or unmatured, in such order as determined by the Administrative Agent may determineAgent.

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

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower hereunder or any set-off or application of funds of the Parent Borrower by the Administrative Agent or any Lendera Subsidiary Guarantor hereunder, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Lenders for the payment of amounts owed by the Borrower and the Subsidiary Obligations Guarantors in respect of the Guaranteed Obligations, nor shall the Parent Borrower any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor Borrower in respect of payments made by the Parent Borrower under this Guaranteesuch Subsidiary Guarantor hereunder, in each case until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Guaranteed Obligations (other than Unmatured Surviving Obligations) are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedfull. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower Subsidiary Guarantor for and on behalf of, and to the benefit of extent possible under applicable law in trust for, the Administrative Agent and the Lenders, segregated from other funds of the Subsidiary Guarantor and shall, forthwith upon receipt by the Parent BorrowerSubsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Subsidiary Guarantor (duly indorsed by the Parent Borrower Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Guaranteed Obligations. “Unmatured Surviving Obligations” of any Subsidiary Guarantor means any Guaranteed Obligations whether matured or unmaturedthat by their terms survive the termination of the Loan Documents but are not, in such order as of the Administrative Agent may determinedate of payment of all other Guaranteed Obligations, due and payable and for which no outstanding claim has been made. Notwithstanding anything to the contrary herein, payments of principal and interest are not Unmatured Surviving Obligations.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Subsidiary Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Subsidiary Guarantor by the Administrative Agent or any LenderLender Party, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Party against any Loan Party, any of the Subsidiary Borrowers or any other Guarantor Guarantors or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Party for the payment of the Subsidiary Obligations Obligations, nor shall the Parent Borrower any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from any Loan Party or any of the Subsidiary Borrowers or any other Guarantor Guarantors in respect of payments made by the Parent Borrower under this Guaranteesuch Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Lender Parties by the Subsidiary Borrowers and the other applicable Loan Parties on account of the Subsidiary Obligations are paid in full in immediately available fundsfull, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit of the Administrative Agent and the LendersLender Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineterms of this Agreement.

No Subrogation. Notwithstanding any payment made by the Parent Borrower hereunder or any set-off or application of funds of the Parent Borrower by the Administrative Agent or any Lender, the Parent Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any Foreign Subsidiary Borrowers or any other Guarantor or any collateral security or guarantee Borrower or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Foreign Borrower Obligations, nor shall the Parent Borrower seek or be entitled to seek any contribution or reimbursement from the any Foreign Subsidiary Borrowers or any other Guarantor Borrower in respect of payments made by the Parent Borrower under this Guaranteehereunder, until all amounts owing to until, in each case, Loans, the Administrative Agent Reimbursement Obligations and the Lenders by other obligations under the Subsidiary Borrowers on account of the Subsidiary Obligations are Loan Documents (other than contingent indemnification obligations) shall have been paid in full in immediately available fundsfull, the Commitments have been terminated and no Letter Letters of Credit shall be outstanding and the Commitments are terminatedoutstanding. If any amount shall be paid to the Parent Borrower on account of such subrogation rights at any time when all of the Subsidiary Foreign Borrower Obligations (other than contingent indemnification obligations) shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of the Parent Borrower, and shall, forthwith upon receipt by the Parent Borrower, be turned over to the Administrative Agent in the exact form received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Foreign Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any LenderGuaranteed Party, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Party against the Company, any of the Subsidiary Borrowers Borrowers, any Ancillary Borrower, any Applicable Account Party or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender other Guaranteed Party for the payment of the Subsidiary Obligations Guaranteed Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company, any Subsidiary Borrowers Borrower, any Ancillary Borrower, any Applicable Account Party or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Guaranteed Parties by the Company, the Subsidiary Borrowers Borrowers, any Ancillary Borrower and any Applicable Account Party on account of the Subsidiary Guaranteed Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedfull. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the LendersGuaranteed Parties, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Guaranteed Obligations, whether matured or unmatured, in such order as such Guarantor (or, if an Event of Default shall have occurred and be continuing, the Administrative Agent Agent) may determine.

No Subrogation. Notwithstanding any payment or payments made by any of the Parent Borrower Borrowers hereunder or any set-off or application of funds of any of the Parent Borrower Borrowers by the Administrative Agent or any Lender, the Parent Borrower Borrowers shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers any Borrower or any Guarantor or other Guarantor guarantor or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Obligations, nor shall the Parent Borrower Borrowers seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers any Borrower or any Guarantor or other Guarantor guarantor in respect of payments made by the Parent any Borrower under this Guaranteehereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedterminated (it being understood that contingent indemnity obligations not then due shall be deemed not to be owing). If any amount shall be paid to the Parent any Borrower on account of such subrogation or contribution rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available fundsor the Commitments shall not have been terminated, such amount shall be held by the Parent such Borrower in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of such Borrower, and shall, forthwith promptly upon receipt by the Parent such Borrower, be turned over to the Administrative Agent in the exact form received by the Parent such Borrower (duly indorsed by the Parent such Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any Lender other Secured Party against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Obligations Secured Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent, the Collateral Agent and the Lenders other Secured Parties by the Subsidiary Borrowers Borrower and the other Guarantors on account of the Subsidiary Secured Obligations are shall have been paid in full in immediately available funds(other than Additional Obligations, Hedge Agreement Obligations, Cash Management Obligations and contingent or indemnification obligations not then due), no Letter of Credit (that is not Cash Collateralized) shall be outstanding and the Commitments are shall have been terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of the Subsidiary such Secured Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of Administrative Agent, the Administrative Collateral Agent and the Lendersother Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Obligations Secured Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineterms of the Loan Documents.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower Guarantor hereunder or any set-off or application of funds of the Parent Borrower Guarantor by the Administrative Agent (or any Lenderof its Affiliates), the Parent Borrower Guarantor shall be not be entitled to be subrogated to any of the rights of the Administrative Agent (or any Lender of its Affiliates) against the Subsidiary Borrowers or any other Guarantor guarantor or any collateral security Collateral or guarantee or right of offset held by the Administrative Agent (or any Lender its Affiliates) for the payment of the Subsidiary Obligations Obligations, nor shall the Parent Borrower Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor guarantor in respect of payments made by the Parent Borrower under this GuaranteeGuarantor hereunder, in each case until all amounts owing to the Administrative Agent (or its Affiliates) and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments Credit Agreement and all other Loan Documents are terminated. If any amount shall be paid to the Parent Borrower Guarantor on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower Guarantor in trust for the benefit of the Administrative Agent (and its Affiliates), segregated from other funds of the LendersGuarantor, and shall, forthwith upon receipt by the Parent BorrowerGuarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Guarantor (duly indorsed by the Parent Borrower Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. To the extent permitted by applicable Law, and without limiting anything set forth herein, (a) the Guarantor waives all claims, damages and demands it may acquire against the Administrative Agent arising out of the exercise by the Administrative Agent of any rights hereunder; (b) If any notice of a proposed sale or other disposition of Collateral shall be required by Law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition; (c) the Guarantor waives any claims or other rights which the Guarantor might now have or hereafter acquire against any Borrower or any other Person that is primarily or contingently liable on the obligations that arise from the existence or performance of the Guarantor’s obligations under this Agreement, including, without limitation, any right of subrogation, suretyship, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of the Administrative Agent or any Lender against any Borrower or any collateral security therefore which the Administrative Agent or any Lender now has or hereafter acquires until the Obligations have been indefeasibly paid in full in cash; whether such claim, remedy or right arises in equity, under contract or statute, at common law, or otherwise. The waivers contained in this Section inure only to the benefit of the Administrative Agent and each Lender, and their respective successors and assigns, and not to any other parties.

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Canadian Agent or any Lenderother Secured Party, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Canadian Agent or any Lender other Secured Party against the Subsidiary Borrowers any Canadian Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Canadian Agent or any Lender other Secured Party for the payment of the Subsidiary Obligations Borrower Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Canadian Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Canadian Agent and the Lenders other Secured Parties by the Subsidiary Canadian Borrowers on account of the Subsidiary Canadian Borrower Obligations are paid in full in immediately available fundscash, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full in immediately available fundscash or any Letter of Credit shall remain outstanding (and shall not have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lenders) or any of the Commitments shall remain in effect, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Canadian Agent and the Lendersother Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Canadian Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed endorsed by the Parent Borrower such Guarantor to the Administrative Canadian Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against the Subsidiary Obligations any Borrower Obligations, whether matured or unmatured, in such order as the Administrative Canadian Agent may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by any of the Parent Borrower Foreign Obligations Guarantors hereunder or any set-off or appropriation and application of funds of any of the Parent Borrower Foreign Obligations Guarantors by the Administrative Collateral Agent or any Lenderother Foreign Obligations Secured Party, the Parent Borrower no Foreign Obligations Guarantor shall not be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Foreign Obligations Guarantor hereby waives such rights to the extent permitted by applicable law) of the Administrative Collateral Agent or any Lender other Foreign Obligations Secured Party against the Subsidiary Borrowers Parent Borrower or any other Foreign Obligations Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender other Foreign Obligations Secured Party for the payment of any of the Subsidiary Obligations Foreign Obligations, nor shall the Parent Borrower any Foreign Obligations Guarantor seek or be entitled to seek any contribution contribution, indemnifications or reimbursement from the Subsidiary Borrowers Parent Borrower or any other Foreign Obligations Guarantor or other guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Foreign Obligations Guarantor hereunder in each case, until all amounts owing to the Administrative Collateral Agent and the Lenders by the Subsidiary Borrowers other Foreign Obligations Secured Parties on account of the Subsidiary Foreign Obligations under the Credit Documents are paid in full in immediately available funds, and the Commitments thereunder are terminated and no Letter Spanish Letters of Credit shall be outstanding and or the Commitments are terminatedSpanish Letters of Credit Outstanding have been Cash Collateralized, otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent. If any amount shall be paid to the Parent Borrower any Foreign Obligations Guarantor on account of such subrogation rights at any time when all of the Subsidiary Foreign Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Foreign Obligations Guarantor in trust for the benefit of the Administrative Collateral Agent and the Lendersother Foreign Obligations Secured Parties, segregated from other funds of such Foreign Obligations Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Foreign Obligations Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Foreign Obligations Guarantor (duly indorsed by the Parent Borrower such Foreign Obligations Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Obligations Foreign Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Collateral Agent may determine. Each Foreign Obligations Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Foreign Obligations Guarantor may have against Parent Borrower or against any collateral or security, and any rights of contribution such Foreign Obligations Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights the Collateral Agent or any Foreign Obligations Secured Party may have against Parent Borrower, to all right, title and interest the Collateral Agent or any Foreign Obligations Secured Party may have in any such collateral or security, and to any right the Collateral Agent or any Foreign Obligations Secured Party may have against such other guarantor.

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

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

No Subrogation. Notwithstanding any payment made or payments by the Parent US Borrower hereunder hereunder, or any set-off or application of funds of the Parent US Borrower by the Administrative Agent or any Lender, or the Parent receipt of any amounts by the Administrative Agent or any Lender with respect to any of the US Borrower Guaranteed Obligations, the US Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Canadian Borrower or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary US Borrower Guaranteed Obligations nor shall the Parent US Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Canadian Borrower or any of the other Guarantor guarantors in respect of payments made by the Parent US Borrower under this Guaranteein connection with the US Borrower Guaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary US Borrower Guaranteed Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are Aggregate Commitment is terminated. If any amount shall be paid to the Parent US Borrower on account of such subrogation rights at any time when all of the Subsidiary US Borrower Guaranteed Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent US Borrower in trust for the benefit Administrative Agent, segregated from other funds of the Administrative Agent and the LendersUS Borrower, and shall, forthwith upon receipt by the Parent US Borrower, be turned over to the Administrative Agent in the exact form received by the Parent US Borrower (duly indorsed endorsed by the Parent US Borrower to the Administrative Agent, if required), ) to be applied against the Subsidiary Obligations US Borrower Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineset forth herein.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Collateral Agent or any LenderSecured Party, the Parent Borrower no Guarantor shall not be entitled to seek or enforce its right to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Obligations Guaranteed Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Secured Parties by the Subsidiary Borrowers Borrower on account of the Subsidiary Borrower Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedSecured Debt Termination Date with respect to the First Lien Debt shall have occurred. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full in or such payment is otherwise prohibited pursuant to the immediately available fundspreceding sentence, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Obligations Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by any of the Parent Borrower Subsidiary Guarantors hereunder or any set-off or application of funds of any of the Parent Borrower Subsidiary Guarantors by the Administrative Agent or any LenderBank, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Bank against the Subsidiary Borrowers Borrower, Kimco or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Bank for the payment of the Subsidiary Obligations Obligations, nor shall the Parent Borrower any Subsidiary Guarantor seek (including by taking any action or commencing any proceeding against any Obligor or any Obligor's successors and assigns, whether in connection with a bankruptcy proceeding or otherwise) or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or Borrower, Kimco, any other Subsidiary Guarantor in respect of payments made by the Parent Borrower under this Guarantee, such Subsidiary Guarantor hereunder until all amounts owing to the Administrative Agent and the Lenders Bank by the Subsidiary Borrowers Borrower on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding cash and the Commitments are Commitment is terminated. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights or rights of contribution or reimbursement at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available fundscash, such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit Bank, shall be segregated from other funds of the Administrative Agent and the Lenderssuch Subsidiary Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Agent Bank in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed endorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative AgentBank, if required), to be applied against the Subsidiary Obligations Obligations, whether matured or unmatured, in such order as the Administrative Agent Bank may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Primary Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Loan Parties on account of the Subsidiary Primary Obligations are paid in full (other than obligations under or in immediately available fundsrespect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Primary Obligations shall not have been paid in full (other than obligations under or in immediately available fundsrespect of Hedge Agreements and other than contingent indemnity obligations not due and payable), such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Primary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower Company hereunder or any set-off or application of funds of the Parent Borrower Company by the Administrative Agent Agent, any Lender or any LenderIssuing Bank, the Parent Borrower Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent Agent, any Lender or any Lender Issuing Bank against the Subsidiary Borrowers or any other Guarantor or any collateral security guarantor or guarantee or right of offset held by the Administrative Agent Agent, any Lender or any Lender Issuing Bank for the payment of the Subsidiary Obligations nor shall the Parent Borrower Company seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor guarantor in respect of payments made by the Parent Borrower Company under this Guaranteeguarantee, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding funds and the Commitments have been terminated. All rights and claims of the Company based upon or relating to any right of contribution, reimbursement, indemnification or subrogation against the Subsidiary Borrowers or any guarantor shall be fully subordinated to the Subsidiary Obligations until the Subsidiary Obligations are paid in full in immediately available funds and the Commitments have been terminated. If any amount shall be paid to the Parent Borrower Company on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available funds, such amount shall be held by the Parent Borrower Company for the benefit of the Administrative Agent Agent, the Lenders and the LendersIssuing Banks, and shall, forthwith upon receipt by the Parent BorrowerCompany, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Company (duly indorsed by the Parent Borrower Company to the Administrative Agent, if required), to be applied against the Subsidiary Obligations whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. (a) Notwithstanding any payment made by the Parent Borrower any Subsidiary Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Subsidiary Guarantor by the Administrative Collateral Agent or any LenderSecured Party, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against the Subsidiary Borrowers Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Obligations Borrower Obligations, nor shall the Parent Borrower any Subsidiary Guarantor seek or be entitled to seek any contribution (including pursuant to Section 2.2, above), indemnification or reimbursement from the Subsidiary Borrowers Borrower or any other Subsidiary Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Secured Parties by the Subsidiary Borrowers Borrower on account of the Subsidiary Borrower Obligations are unconditionally paid in full full, in immediately available fundsfunds (other than contingent indemnification obligations in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Borrower Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time), no Letter of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized or backstopped in a manner reasonably acceptable to the relevant Issuing Lender and the Administrative Agent) and the Commitments are terminated. . (b) If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full (other than contingent indemnification obligations in immediately available fundsrespect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Borrower Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time), such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit of the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Obligations Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine. (c) Each Subsidiary Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Subsidiary Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Subsidiary Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights the Collateral Agent may have against Borrower, to all right, title and interest the Collateral Agent may have in any such collateral or security, and to any right the Collateral Agent may have against such other guarantor.

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower Guarantors hereunder or any set-off or application of funds of the Parent Borrower Guarantors by the Administrative Agent or any LenderSecurityholder, the Parent Borrower Guarantors shall not be entitled to be subrogated to exercise or enforce any of the subrogation rights of the Administrative Certificate Holders, Indenture Trustee, Collateral Agent or any Lender Securityholder against the Subsidiary Borrowers Lessor or any other Guarantor Person or any collateral security or guarantee or right of offset held by the Administrative Certificate Holders, Indenture Trustee, Collateral Agent or any Lender Securityholder for the payment of the Subsidiary Obligations Guaranteed Obligations, nor shall the Parent Borrower Guarantors seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Lessor or any other Guarantor Person in respect of payments made by the Parent Borrower under this GuaranteeGuarantors hereunder, until all amounts owing to the Administrative Certificate Holders, Indenture Trustee, Collateral Agent and the Lenders Securityholders by the Subsidiary Borrowers Lessor on account of the Subsidiary Guaranteed Obligations and all amounts owing hereunder are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower Guarantors on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations and all amounts owing hereunder shall not have been paid in full in immediately available fundsor the Commitments shall not have been terminated, such amount shall be held by the Parent Borrower Guarantors in trust for the benefit of the Administrative Certificate Holders, Indenture Trustee, Collateral Agent and the LendersSecurityholders, segregated from other funds of the Guarantors, and shall, forthwith upon receipt by the Parent BorrowerGuarantors, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower Guarantors (duly indorsed by the Parent Borrower Guarantors to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Obligations Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower Company hereunder or any set-off or application of funds of the Parent Borrower Company by the Administrative Agent or Agent, any Lender, any Hedge Bank or any Cash Management Bank, the Parent Borrower Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent Agent, any Lender, any Hedge Bank or any Lender Cash Management Bank against the Subsidiary Borrowers European Borrower or any other Guarantor or any collateral security guarantor or guarantee or right of offset held by the Administrative Agent Agent, any Lender, any Hedge Bank or any Lender Cash Management Bank for the payment of the Subsidiary Guaranteed Obligations nor shall the Parent Borrower Company seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers European Borrower or any other Guarantor guarantor in respect of payments made by the Parent Borrower Company under this Guarantee, until all amounts owing to the Administrative Agent Agent, the Lenders, any Hedge Bank and the Lenders any Cash Management Bank by the Subsidiary Borrowers European Borrower on account of the Subsidiary Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) are paid in full in immediately available funds, the Commitments have been terminated and either no Letter of Credit shall be outstanding and or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Commitments are terminatedreasonable satisfaction of the Administrative Agent. If any amount shall be paid to the Parent Borrower Company on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) shall not have been paid in full in immediately available funds, such amount shall be held by the Parent Borrower Company for the benefit of the Administrative Agent and Agent, the Lenders, any Hedge Bank and any Cash Management Bank, and shall, forthwith upon receipt by the Parent BorrowerCompany, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Company (duly indorsed by the Parent Borrower Company to the Administrative Agent, if required), to be applied against the Subsidiary Guaranteed Obligations whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by THE GUARANTOR HEREBY WAIVES (FOR ALL PERIODS OF TIME THAT THE GUARANTEED OBLIGATIONS HAVE NOT BEEN IRREVOCABLY PAID IN FULL) ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY, CONTRIBUTION OR REIMBURSEMENT, ANY BENEFIT OF, OR RIGHT TO ENFORCE ANY REMEDY THAT THE GUARANTEED PARTIES NOW HAVE OR MAY HEREAFTER HAVE AGAINST EACH OF THE RELEVANT SUBSIDIARIES IN RESPECT OF THE GUARANTEED OBLIGATIONS, OR ANY PROPERTY, NOW OR HEREAFTER HELD BY THE AGENT, THE COLLATERAL AGENT, THE TRUSTEE OR THE PURCHASERS AS SECURITY FOR THE GUARANTEED OBLIGATIONS AND ANY AND ALL SIMILAR RIGHTS THE GUARANTOR MAY HAVE AGAINST EACH OF THE RELEVANT SUBSIDIARIES UNDER APPLICABLE LAW OR OTHERWISE. If, notwithstanding the Parent Borrower hereunder or any set-off or application of funds of the Parent Borrower by the Administrative Agent or any Lenderforegoing, the Parent Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations nor shall the Parent Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor in respect of payments made by the Parent Borrower under this Guarantee, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower Guarantor on account of any such subrogation subrogation, indemnity, contribution or reimbursement rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available fundstime, such amount shall be held by the Parent Borrower in trust for the benefit of the Administrative Guaranteed Parties and shall forthwith be paid to the Trustee to be credited and applied against the Guaranteed Obligations, whether matured, unmatured, absolute or contingent, as the Agent and the Lenders, and shall, forthwith upon receipt by the Parent Borrower, be turned over to the Administrative Agent Trustee may see fit in the exact form received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Obligations whether matured or unmatured, in such order as the Administrative Agent may determinetheir discretion.

No Subrogation. Notwithstanding any payment or payments made or caused to be made by the Parent Borrower hereunder or any set-off or application of funds of the Parent Borrower by the Administrative Agent or any LenderGuarantor hereunder, the Parent Borrower Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Lenders, nor shall the Parent Borrower seek or be entitled to Guarantor seek any contribution reimbursement or reimbursement indemnification from the Subsidiary Borrowers or any other Guarantor Borrower in respect of payments made or caused to be made by Guarantor hereunder prior to the Parent Borrower date when (a) all of the Guaranteed Obligations and all other amounts payable under this Guarantee, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are Guarantee shall have been paid in full in cash or by wire transfer of immediately available funds, no Letter of Credit shall be outstanding ; and (b) the Commitments are terminatedshall have been terminated and all Advances, interest thereon and all other amounts owing by the Borrower under the Credit Agreement shall have been paid in full in cash or by wire transfer of immediately available funds. If any amount shall be paid to the Parent Borrower on account Guarantor as a result of such subrogation rights at any time prior to the date when (i) all of the Subsidiary Guaranteed Obligations and all other amounts payable under this Guarantee shall not have been paid in full in cash or by wire transfer of immediately available funds; and (ii) the Commitments shall have been terminated and all Advances, interest thereon and all other amounts owing by the Borrower under the Credit Agreement shall have been paid in full in cash or by wire transfer of immediately available funds, such amount shall be held by Guarantor in trust for the Parent Borrower Lenders, segregated from other funds of Guarantor, and shall be turned over to the Agent for the benefit of the Administrative Agent and the Lenders, and shall, forthwith upon receipt by the Parent Borrower, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Guarantor (duly indorsed endorsed by the Parent Borrower Guarantor to the Administrative AgentAgent for the benefit of itself and the other Lenders, if required), to be applied against obligations of the Subsidiary Obligations whether matured or unmatured, Borrower under the Credit Agreement in such order as the Administrative Agent acting pursuant to the Credit Agreement may determineelect.

No Subrogation. Notwithstanding any payment made or payments by the Parent US Borrower hereunder hereunder, or any set-off or application of funds of the Parent US Borrower by the Administrative Agent or any Lender, or the Parent receipt of any amounts by the Administrative Agent or any Lender with respect to any of the US Borrower Guaranteed Obligations, the US Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Canadian Borrower or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary US Borrower Guaranteed Obligations nor shall the Parent US Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Canadian Borrower or any of the other Guarantor guarantors in respect of payments made by the Parent US Borrower under this Guaranteein connection with the US Borrower Guaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary US Borrower Guaranteed Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent US Borrower on account of such subrogation rights at any time when all of the Subsidiary US Borrower Guaranteed Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent US Borrower in trust for the benefit Administrative Agent, segregated from other funds of the Administrative Agent and the LendersUS Borrower, and shall, forthwith upon receipt by the Parent US Borrower, be turned over to the Administrative Agent in the exact form received by the Parent US Borrower (duly indorsed endorsed by the Parent US Borrower to the Administrative Agent, if required), ) to be applied against the Subsidiary Obligations US Borrower Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineset forth herein.

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Canadian Agent or any Lenderother Secured Party, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Canadian Agent or any Lender other Secured Party against the Subsidiary Borrowers any Canadian Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Canadian Agent or any Lender other Secured Party for the payment of the Subsidiary Obligations Borrower Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Canadian Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Canadian Agent and the Lenders other Secured Parties by the Subsidiary Borrowers on account of the Subsidiary Borrower Obligations are paid in full in immediately available fundscash, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full in immediately available fundscash or any Letter of Credit shall remain outstanding (and shall not have been cash collateralized in a manner reasonably satisfactory to the applicable Issuing Lenders) or any of the Commitments shall remain in effect, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Canadian Agent and the Lendersother Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Canadian Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed endorsed by the Parent Borrower such Guarantor to the Administrative Canadian Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against the Subsidiary Obligations any Borrower Obligations, whether matured or unmatured, in such order as the Administrative Canadian Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower hereunder or any Designated Borrower under this Article, under any Loan Document or any set-off or application of funds of the Parent Borrower or any Designated Borrower by the Administrative any Agent or any Lender, the Parent Borrower or the applicable Designated Borrower shall not be entitled to be subrogated to any of the rights of the Administrative any Agent or any Lender against the Subsidiary Borrowers Borrower or any other Guarantor Designated Borrower or any collateral security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Subsidiary Obligations Obligations, nor shall the Parent Borrower or such Designated Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor Designated Borrower in respect of payments made by the Parent Borrower under this Guarantee, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedor such Designated Borrower hereunder. If any amount shall be paid to the Parent Borrower or such Designated Borrower on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available fundsrights, such amount shall be held by the Parent Borrower or such Designated Borrower in trust for the benefit of the Administrative Agent Agents and the Lenders, segregated from other funds of the Borrower or such Designated Borrower, and shall, forthwith upon receipt by the Parent Borrower or such Designated Borrower, be turned over to the Administrative Agent in the exact form received by the Parent Borrower or such Designated Borrower (duly indorsed by the Parent Borrower or such Designated Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Obligations, whether matured or unmatured), in such order as the Administrative Agent may determinedetermine but subject in any event to the terms and provisions of this Agreement.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Collateral Agent or any LenderSecured Party, the Parent Borrower no Guarantor shall not be entitled to seek or enforce its right to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Obligations Guaranteed Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Secured Parties by the Subsidiary Borrowers Borrower on account of the Subsidiary Borrower Obligations are paid in full in immediately available funds, (other than contingent indemnification obligations for which no Letter of Credit shall be outstanding claim has been asserted) and the Commitments are terminatedSecured Debt Termination Date with respect to the First Lien Debt shall have occurred. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full in or such payment is otherwise prohibited pursuant to the immediately available fundspreceding sentence, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Obligations Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Borrower Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Borrower on account of the Subsidiary Borrower Obligations are paid in full in immediately available funds(other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminatedterminated (or as applicable, cash collateralized or defeased in accordance with the terms of the Credit Agreement). If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full (or as applicable, cash collateralized or defeased in immediately available fundsaccordance with the terms of the Credit Agreement), such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the Lenders, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any -------------- Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the US Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the US Administrative Agent or any US$ Lender or C$ Lender, as the case may be, against the Subsidiary Borrowers Company or the Canadian Borrower, as the case may be, or any other Guarantor or any collateral security or guarantee or right of offset held by the US Administrative Agent or any US$ Lender or C$ Lender, as the case may be, for the payment of the Subsidiary Company Obligations or the Canadian Borrower Obligations, as the case may be, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers relevant Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the US Administrative Agent and the US$ Lenders or the C$ Lenders, as the case may be, by the Subsidiary Borrowers relevant Borrower on account of the Subsidiary Company Obligations or the Canadian Borrower Obligations, as the case may be, are paid in full in immediately available fundsfull, no Letter of Credit Bankers' Acceptance shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Company Obligations or the Canadian Borrower Obligations, as the case may be, shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the US Administrative Agent and the US$ Lenders or the C$ Lenders, as the case may be, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the US Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the US Administrative Agent, if required), to be applied against the Subsidiary Obligations Company Obligations, or the Canadian Borrower Obligations, as the case may be, whether matured or unmatured, in such order as the US Administrative Agent may determine.

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

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

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any LenderGuaranteed Party, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of any Guaranteed Party against any of the Administrative Agent or any Lender against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Collateral Trustee, DOE, FFB or any Lender other Guaranteed Party for the payment of the Subsidiary Obligations Guaranteed Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Guaranteed Parties by the Subsidiary Borrowers Borrower on account of the Subsidiary Guaranteed Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding (other than unasserted contingent indemnity obligations) and the Commitments are terminatedall Loan Commitment Amounts have been reduced to zero. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations shall not have been paid in full in immediately available funds(other than unasserted contingent indemnity obligations) or all Loan Commitment Amounts have not been reduced to zero, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit Guaranteed Parties, segregated from other funds of the Administrative Agent and the Lenderssuch Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent Collateral Trustee (or, if all Liens on the Collateral granted under the Security Documents shall have been released, to DOE) in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative AgentCollateral Trustee (or DOE, if requiredas applicable), to be applied against the Subsidiary Obligations relevant Guaranteed Obligations, whether matured or unmatured, in such order as specified in the Administrative Agent may determinerelevant Loan Documents.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative any Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Subsidiary Borrower Obligations or the Guarantor Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers any Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent Agents and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are paid Borrower Obligations, and all amounts owing to the Agents and the Lenders by any other Guarantor on account of the Guarantor Obligations, shall have been satisfied by indefeasible payment in full in immediately available fundscash (in each case, other than with respect to contingent indemnification obligations to the extent no claim has been asserted), no Letter of Credit Obligation shall be outstanding and the Commitments are shall have been terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations and the Guarantor Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent Agents and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Borrower Obligations and the Guarantor Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine...

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

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

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower hereunder Company hereunder, or any set-off or application of funds of the Parent Borrower Company by the Administrative Agent Agent, the Issuing Bank or any Lender, the Parent Borrower Company shall not be entitled exercise any rights it may have to be subrogated to any of the rights of the Administrative Agent Agent, the Issuing Bank or any Lender against the Subsidiary Borrowers any Foreign Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent Agent, the Issuing Bank or any Lender for the payment of any of the Subsidiary Obligations Obligations, nor shall the Parent Borrower seek or be entitled Company exercise any rights it may have to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor Foreign Borrower in respect of payments made by the Parent Borrower under this GuaranteeCompany hereunder, until the Revolving Credit Commitments have terminated, no Domestic L/C Obligations, UK L/C Obligations or Canadian L/C Obligations are outstanding and all amounts owing to the Administrative Agent Agent, the Issuing Bank and the Lenders by the Subsidiary Foreign Borrowers on account of the Subsidiary Obligations are have been paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedfull. If any amount shall be paid to the Parent Borrower Company on account of such subrogation rights at any time when the Revolving Credit Commitments have not terminated, any Domestic L/C Obligations, UK L/C Obligations or Canadian L/C Obligations are outstanding or all of the Subsidiary Obligations amounts owing hereunder shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower Company in trust for the benefit of Agent, the Administrative Agent Issuing Bank and the Lenders, segregated from other funds of the Company, and shall, forthwith upon receipt by the Parent BorrowerCompany, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Company (duly indorsed by the Parent Borrower Company to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative any Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Subsidiary Borrower Obligations or the Guarantor Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers any Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent Agents and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Obligations are paid Borrower Obligations, and all amounts owing to the Agents and the Lenders by any other Guarantor on account of the Guarantor Obligations, shall have been satisfied by indefeasible payment in full in immediately available fundscash (in each case, other than with respect to contingent indemnification obligations to the extent no Letter of Credit shall be outstanding claim has been asserted), and the Commitments are Credit Agreement shall have been terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations and the Guarantor Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent Agents and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Borrower Obligations and the Guarantor Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Secured Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Secured Obligations are paid Paid in full in immediately available fundsFull; provided, no Letter however, that each Guarantor agrees that such right of Credit subrogation shall be outstanding automatically (without any further action) and irrevocably waived and released in its entirety if any Collateral is acquired by a Person as a result of the Commitments are terminatedexercise 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 the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Secured Obligations shall not have been paid Paid in full in immediately available fundsFull (or when such right of subrogation shall have been waived), such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be promptly turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed (but without any representation or warranty) by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Secured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Administrative Agent may determine.provisions of Section 2.10.2 of the Credit Agreement. [Biotricity] Guarantee and Collateral Agreement

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any LenderGuaranteed Creditor, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Creditor against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Creditor for the payment of the Subsidiary Obligations Borrower Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Guaranteed Creditors on account of the Subsidiary Borrower Obligations are irrevocably and indefeasibly paid in full in immediately available fundscash, no Letter of Credit shall be outstanding and all of the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been irrevocably and indefeasibly paid in full in immediately available fundscash, any Letters of Credit shall be outstanding or any of the Commitments are in effect, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the LendersGuaranteed Creditors, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 10.03 of the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made or payments by any of the Parent Borrower hereunder Subsidiary Guarantors hereunder, or any set-off or application of funds of any of the Parent Borrower Subsidiary Guarantors by the Administrative Agent or any LenderSecured Party, or the Parent Borrower receipt of any amounts by the Agent or any Secured Party with respect to any of the Guaranteed Obligations, none of the Subsidiary Guarantors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower, any of the other Subsidiary Borrowers Guarantors, the Parent or any other Guarantor guarantor of the Guaranteed Obligations or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Obligations Guaranteed Obligations, nor shall any of the Parent Borrower seek or be entitled to Subsidiary Guarantors seek any contribution or reimbursement from the Borrower, any of the other Subsidiary Borrowers Guarantors, the Parent or any other Guarantor guarantor of the Guaranteed Obligations in respect of payments made by such Subsidiary Guarantor in connection with the Parent Borrower under this GuaranteeGuaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Secured Parties on account of the Subsidiary Guaranteed Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Revolving Loan Commitments are terminated. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations shall not have been paid in full in immediately available fundsor the Revolving Loan Commitments are not terminated, such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit Agent, segregated from other funds of the Administrative Agent and the Lenderssuch Subsidiary Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed endorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative Agent, if required), ) to be applied against the Subsidiary Obligations Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineLoan Agreement.

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Borrower, any other Loan Party or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Primary Obligations of the Loan Parties, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower, any other Loan Party or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Loan Parties on account of the Subsidiary Primary Obligations (other than indemnification or reimbursement obligations under Sections 2.18, 2.19(a), 2.19(d) or 2.20 of the Credit Agreement for which the Borrower has not been notified and contingent indemnification obligations) are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Primary Obligations of the Loan Parties (other than indemnification or reimbursement obligations under Sections 2.18, 2.19(a), 2.19(d) or 2.20 of the Credit Agreement for which the Borrower has not been notified and contingent indemnification obligations) shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Primary Obligations of the Loan Parties, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Guaranteed Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Borrower on account of the Subsidiary Borrower Obligations are paid in full (excluding obligations under or in immediately available fundsrespect of Specified Swap Agreements, contingent obligations for which no claim has been made or pursuant to Specified Cash Management Agreements), no Letter of Credit shall be outstanding (other than Letters of Credit which have been cash collateralized or backstopped in a manner reasonably acceptable to the Issuing Lender thereof) and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full (excluding obligations under or in immediately available fundsrespect of Specified Swap Agreements, contingent obligations for which no claim has been made or pursuant to Specified Cash Management Agreements), such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the LendersSecured Parties, and shall, forthwith promptly upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Guaranteed Obligations, whether matured or unmatured, in such the order as the Administrative Agent may determineset forth in Section 6.4.

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

No Subrogation. Notwithstanding any payment made or payments by the Parent US Borrower hereunder hereunder, or any set-off or application of funds of the Parent US Borrower by the Administrative Agent or any Lender, or the Parent receipt of any amounts by the Administrative Agent or any Lender with respect to any of the US Borrower Guaranteed Obligations, the US Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Canadian Borrower or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary US Borrower Guaranteed Obligations nor shall the Parent US Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Canadian Borrower or any of the other Guarantor guarantors in respect of payments made by the Parent US Borrower under this Guaranteein connection with the US Borrower Guaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary US Borrower Guaranteed Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are Aggregate Commitment is terminated. If any amount shall be paid to the Parent US Borrower on account of such subrogation rights at any time when all of the Subsidiary US Borrower Guaranteed Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent US Borrower in trust for the benefit Administrative Agent, segregated from other funds of the Administrative Agent and the LendersUS Borrower, and shall, forthwith upon receipt by the Parent US Borrower, be turned over to the Administrative Agent in the exact form received by the Parent US Borrower (duly indorsed endorsed by the Parent US Borrower to the Administrative Agent, if required), ) to be applied against the Subsidiary Obligations US Borrower Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.set forth herein. 2270524.10 LIB: CHARLOTTE

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

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower hereunder under subsection 11.1 or any set-off or application of funds of the Parent Borrower by the Administrative Agent or any Lender, the Parent Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers or any other Guarantor Permitted Borrower or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Permitted Borrower's Obligations, nor shall the Parent Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor Permitted Borrower in respect of payments made by the Parent Borrower under this Guaranteesubsection 11.1, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Permitted Borrower on account of the Subsidiary Permitted Borrower's Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedfull. If any amount shall be paid to the Parent Borrower on account of such subrogation rights at any time when all of the Subsidiary Permitted Borrower's Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Parent Borrower, be turned over to the Administrative Agent in the exact form received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Permitted Borrower's Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Subsidiary Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Subsidiary Guarantor by the Administrative Agent or any LenderGuaranteed Creditors, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Creditors against the Subsidiary Borrowers Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Creditor for the payment of the Subsidiary Obligations Liabilities, nor shall the Parent Borrower any Subsidiary Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Subsidiary Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Guaranteed Creditors on account of the Subsidiary Obligations Liabilities are irrevocably and indefeasibly paid in full in immediately available funds, no Letter cash and all of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Obligations Liabilities shall not have been irrevocably and indefeasibly paid in full in immediately available fundscash or any of the Commitments are in effect, such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit of the Administrative Agent and the LendersGuaranteed Creditors, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Liabilities, whether matured or unmatured, in such order as determined by the Administrative Agent may determineAgent.

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

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender, the Parent 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 Agent, any Lender against the Subsidiary Borrowers Hedge Bank, any Cash Management Bank or any other Lender against any Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender for the payment of the Subsidiary Obligations Obligations, nor shall the Parent Borrower seek or be entitled to any Guarantor seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank and the other Lenders by the Subsidiary Borrowers Loan Parties on account of the Subsidiary Obligations are paid in full in immediately available fundsfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank and the other Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations , whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing agreement by the Guarantors shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Borrower Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Borrower on account of the Subsidiary Borrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full in immediately available fundsfull, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations (other than, in each case, indemnities and other contingent Obligations not then due and payable) shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact same form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Obligations whether matured or unmaturedBorrower Obligations, then due in such order as set forth in the Administrative Agent may determineCredit Agreement or as set forth in Section 6.5 hereof (as applicable).

No Subrogation. Notwithstanding any payment made by the Parent Borrower hereunder under subsection 11.1 or any set-off or application of funds of the Parent Borrower by the Administrative Agent or any Lender, the Parent Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers or any other Guarantor Permitted Borrower or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations Permitted Borrower’s Obligations, nor shall the Parent Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor Permitted Borrower in respect of payments made by the Parent Borrower under this Guaranteesubsection 11.1, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Permitted Borrower on account of the Subsidiary Permitted Borrower’s Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedfull. If any amount shall be paid to the Parent Borrower on account of such subrogation rights at any time when all of the Subsidiary Permitted Borrower’s Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Parent Borrower, be turned over to the Administrative Agent in the exact form received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Obligations Permitted Borrower’s Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any LenderGuaranteed Creditor, the Parent Borrower no Guarantor shall not be entitled to be subrogated exercise any right of subrogation to any of the rights of the Administrative Agent or Guaranteed Creditor against any Lender against the Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Creditor for the payment of the Subsidiary Obligations Guarantor Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to exercise any right to seek any indemnity, exoneration, participation, contribution or reimbursement from the Subsidiary Borrowers any Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Guaranteed Creditors on account of the Subsidiary Guarantor Obligations are irrevocably and indefeasibly paid in full in immediately available fundscash, no Letter of Credit shall be is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Guarantor Obligations shall not have been irrevocably and indefeasibly paid in full in immediately available fundscash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) or any of the Aggregate Commitments are in effect, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the LendersGuaranteed Creditors, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the US Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the US Administrative Agent, if required), to be applied against the Subsidiary Obligations Guarantor Obligations, whether matured or unmatured, in such order as accordance with Section 11.02(c) of the Administrative Agent may determineCredit Agreement.

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

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

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower each Guaranteeing Subsidiary hereunder or under any set-off or application of funds of the Parent Borrower by the Administrative Agent or any LenderGuaranteed Notes Supplemental Indenture, the Parent Borrower no Guaranteeing Subsidiary shall not be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any Lender Holder of the Guaranteed Notes of any series against the Subsidiary Borrowers Issuer or any other Guarantor or any collateral security Guaranteeing Subsidiary or guarantee or right of offset held by the Administrative Agent Trustee or any Lender Holder of the Guaranteed Notes of such series for the payment of the Subsidiary Guaranteed Obligations in respect of such series of Guaranteed Notes, nor shall the Parent Borrower any Guaranteeing Subsidiary seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Issuer or any other Guarantor Guaranteeing Subsidiary in respect of payments made by the Parent Borrower under this Guaranteesuch Guaranteeing Subsidiary hereunder, until all amounts owing to the Administrative Agent Trustee and the Lenders Holders of the Guaranteed Notes of such series by the Subsidiary Borrowers Issuer on account of the Subsidiary Guaranteed Obligations in respect of the Guaranteed Notes of such series are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedfull. If any amount shall be paid to the Parent Borrower any Guaranteeing Subsidiary on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations in respect of such series of Guaranteed Notes shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guaranteeing Subsidiary in trust for the benefit Trustee and the Holders of the Administrative Agent and the LendersGuaranteed Notes of such series, segregated from other funds of such Guaranteeing Subsidiary, and shall, forthwith upon receipt by the Parent Borrowersuch Guaranteeing Subsidiary, be turned over to the Administrative Agent Trustee in the exact form received by the Parent Borrower such Guaranteeing Subsidiary (duly indorsed by the Parent Borrower such Guaranteeing Subsidiary to the Administrative AgentTrustee, if required), to be applied against the Subsidiary Obligations whether matured or unmatured, in such order as the Administrative Agent may determineGuaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower hereunder or any set-off or application of funds of the Parent Borrower by the Administrative Agent or any Lendera Subsidiary Guarantor hereunder, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent CME Credit Guarantor against CME Ltd or any Lender against the Subsidiary Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender CME Credit Guarantor for the payment of amounts owed by CME Ltd and the Subsidiary Obligations Guarantors in respect of the Guaranteed Obligations, nor shall the Parent Borrower any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor CME Ltd in respect of payments made by the Parent Borrower under this Guaranteesuch Subsidiary Guarantor hereunder, in each case until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Guaranteed Obligations (other than Unmatured Surviving Obligations) are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminatedfull. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower Subsidiary Guarantor for and on behalf of, and to the benefit extent possible under applicable law in trust for, the CME Credit Guarantor, segregated from other funds of the Administrative Agent and the Lenders, Subsidiary Guarantor and shall, forthwith upon receipt by the Parent BorrowerSubsidiary Guarantor, be turned over to the Administrative Agent CME Credit Guarantor in the exact form received by the Parent Borrower Subsidiary Guarantor (duly indorsed endorsed by the Parent Borrower Subsidiary Guarantor to the Administrative AgentCME Credit Guarantor, if required), to be applied against the Guaranteed Obligations. "Unmatured Surviving Obligations" of any Subsidiary Guarantor means any Guaranteed Obligations whether matured or unmaturedthat by their terms survive the termination of the Reimbursement Agreement but are not, in such order as of the Administrative Agent may determinedate of payment of all other Guaranteed Obligations, due and payable and for which no outstanding claim has been made. Notwithstanding anything to the contrary herein, payments of principal and interest are not Unmatured Surviving Obligations.

No Subrogation. Notwithstanding any payment made or payments by any of the Parent Borrower hereunder Subsidiary Guarantors hereunder, or any set-off or application of funds of any of the Parent Borrower Subsidiary Guarantors by the Administrative Agent or any Lender, or the Parent Borrower receipt of any amounts by the Administrative Agent or any Lender with respect to any of the Guaranteed Obligations, none of the Subsidiary Guarantors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or the other Subsidiary Borrowers Guarantors or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Guaranteed Obligations nor shall any of the Parent Borrower seek or be entitled to Subsidiary Guarantors seek any contribution or reimbursement from the Subsidiary Borrowers Borrower or any of the other Guarantor Subsidiary Guarantors in respect of payments made by such Subsidiary Guarantor in connection with the Parent Borrower under this GuaranteeGuaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Guaranteed Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Guaranteed Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit Administrative Agent, segregated from other funds of the Administrative Agent and the Lenderssuch Subsidiary Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed endorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative Agent, if required), ) to be applied against the Subsidiary Obligations Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any -------------- Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the US Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the US Administrative Agent or any US$ Lender or C$ Lender, as the case may be, against the Subsidiary Borrowers Company or the Canadian Borrower, as the case may be, or any other Guarantor or any collateral security or guarantee or right of offset held by the US Administrative Agent or any US$ Lender or C$ Lenders, as the case may be, for the payment of the Subsidiary Company Obligations or the Canadian Borrower Obligations, as the case may be, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers relevant Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the US Administrative Agent and the US$ Lenders or the C$ Lenders, as the case may be, by the Subsidiary Borrowers relevant Borrower on account of the Subsidiary Company Obligations or the Canadian Borrower Obligations, as the case may be, are paid in full in immediately available fundsfull, no Letter of Credit Bankers' Acceptance shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Company Obligations or the Canadian Borrower Obligations, as the case may be, shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the US Administrative Agent and the US$ Lenders or the C$ Lenders, as the case may be, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the US Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the US Administrative Agent, if required), to be applied against the Subsidiary Obligations Company Obligations, or the Canadian Borrower Obligations, as the case may be, whether matured or unmatured, in such order as the US Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Pledgor hereunder or any set-off or application of funds of the Parent Borrower any Pledgor by the Administrative Agent or any LenderSecured Creditor, the Parent Borrower no Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Creditor against the Subsidiary Borrowers any Borrower or any other Guarantor Pledgor or any collateral security or pledge or guarantee or right of offset held by the Administrative Agent or any Lender Secured Creditor for the payment of the Subsidiary Obligations Obligations, nor shall the Parent Borrower any Pledgor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Subsidiary Borrowers any Borrower or any other Guarantor Pledgor in respect of payments made by the Parent Borrower under this Guaranteesuch Pledgor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers Secured Creditors on account of the Subsidiary Obligations are irrevocably and indefeasibly paid in full in immediately available fundscash, no Letter of Credit shall be is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to the Parent Borrower any Pledgor on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been irrevocably and indefeasibly paid in full in immediately available fundscash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) or any of the Aggregate Commitments are in effect, such amount shall be held by the Parent Borrower such Pledgor in trust for the benefit of the Administrative Agent and the LendersSecured Creditors, and shall, forthwith upon receipt by the Parent Borrowersuch Pledgor, be turned over to the US Administrative Agent in the exact form received by the Parent Borrower such Pledgor (duly indorsed by the Parent Borrower such Pledgor to the US Administrative Agent, if required), to be applied against the Subsidiary Obligations Obligations, whether matured or unmatured, in such order as accordance with Section 11.02(c) of the Administrative Agent may determineCredit Agreement.

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

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

No Subrogation. Contribution, Reimbursement or Indemnity. Notwithstanding any payment made by anything to the Parent Borrower hereunder or any set-off or application of funds of contrary in this Section 10, Details hereby irrevocably waives all rights that may have arisen in connection with the Parent Borrower by the Administrative Agent or any Lender, the Parent Borrower shall not be entitled guarantee contained in this Section 10 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Lender against the Subsidiary Borrowers DCI or any other Guarantor or any collateral security or guarantee or right of offset held by against the Administrative Agent or any Lender for the payment of the Subsidiary Obligations nor shall the Parent Borrower seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other Guarantor in respect of payments made by the Parent Borrower under this GuaranteeDCI Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary DCI Obligations are shall have been paid in full in immediately available fundsfull, no Letter Letters of Credit shall be outstanding and the Commitments are shall have been terminated. If Details hereby further irrevocably waives all contractual, common law, statutory and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against DCI or any other Person that may have arisen in connection with the guarantee contained in this Section 10, until the DCI Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. So long as the DCI Obligations remain outstanding, if any amount shall be paid by or on behalf of DCI to the Parent Borrower Details on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid rights waived in full in immediately available fundsthis Section 10.2, such amount shall be held by the Parent Borrower for the benefit Details in trust, segregated from other funds of the Administrative Agent and the LendersDetails, and shall, forthwith upon receipt by the Parent BorrowerDetails, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Details (duly indorsed by the Parent Borrower Details to the Administrative Agent, if required), to be applied against the Subsidiary Obligations DCI Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Section 10.2 shall survive the term of the guarantee contained in this Section 10 and the payment in full of the DCI Obligations and the termination of the Commitments.

No Subrogation. (a) Notwithstanding any payment made by the Parent Borrower any Subsidiary Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Subsidiary Guarantor by the Administrative Collateral Agent or any LenderSecured Party, the Parent Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against the Subsidiary Borrowers US Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Obligations Domestic Obligations, nor shall the Parent Borrower any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers US Borrower or any other Subsidiary Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Secured Parties by the Subsidiary Borrowers US Borrower on account of the Subsidiary Domestic Obligations are paid in full in immediately available fundsfull, no Letter of Credit Accommodation shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Domestic Obligations shall not have been paid in full in immediately available fundsfull, such amount shall be held by the Parent Borrower such Subsidiary Guarantor in trust for the benefit of the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Parent Borrower such Subsidiary Guarantor (duly indorsed by the Parent Borrower such Subsidiary Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Obligations Domestic Obligations, whether matured or unmatured, in accordance with the Sharing Agreement. (b) Notwithstanding any payment made by the US Borrower hereunder or any set-off or application of funds of the US Borrower by the Collateral Agent or any Secured Party, the US Borrower shall not be entitled to be subrogated to any of the rights of the Collateral Agent or any Secured Party against any Foreign Subsidiary Borrower or any collateral security or guarantee or right of offset held by the Collateral Agent or any Secured Party for the payment of the Foreign Obligations, nor shall the US Borrower seek or be entitled to seek any contribution or reimbursement from any Foreign Subsidiary Borrower in respect of payments made by the US Borrower hereunder, until all amounts owing to the Collateral Agent and the Secured Parties on account of the Foreign Obligations are paid in full, no Accommodation shall be outstanding and the Commitments are terminated. If any amount shall be paid on account of such order as subrogation rights at any time when all of the Administrative Foreign Obligations shall not have been paid in full, such amount shall be held by the US Borrower in trust for the Collateral Agent may determineand the Secured Parties, segregated from other funds of the US Borrower and shall, forthwith upon receipt by the US Borrower, be turned over to the Collateral Agent in the exact form received by the US Borrower (duly indorsed by the US Borrower to the Collateral Agent, if required), 11 8 to be applied against the Foreign Obligations, whether matured or unmatured, in accordance with the Sharing Agreement.

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lender, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrowers Company or the Borrowing Subsidiaries, as applicable, or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Company Obligations or the Borrowing Subsidiaries Obligations, as applicable, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers Company or the Borrowing Subsidiaries, as applicable, or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent Loans, the Reimbursement Obligations and the Lenders by other obligations under the Subsidiary Borrowers on account Loan Documents (other than obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements or obligations in respect of indemnities or expense reimbursement obligations for which no amount is claimed owing at the Subsidiary Obligations are time) shall have been paid in full in immediately available fundsfull, the Revolving Commitments have been terminated and no Letter Letters of Credit shall be outstanding and (other than those Letters of Credit to which the Commitments are terminatedapplicable Issuing Lender has agreed to an alternate arrangement). If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of any Loans, any Reimbursement Obligations or any other obligations under the Subsidiary Obligations shall Loan Documents have not have been paid in full in immediately available fundsfull, the Revolving Commitments have not been terminated or any Letters of Credit shall be outstanding, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Company Obligations or the Borrowing Subsidiaries Obligations, as applicable, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower hereunder hereunder, or any set-off setoff or application of funds of the Parent Borrower by the Administrative Agent or any Lender, the Parent Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any Subsidiary Borrowers Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations of the Subsidiary Obligations Borrowers, nor shall the Parent Borrower seek or be entitled to seek any contribution contribution, reimbursement, exoneration or reimbursement indemnity from the or against any Subsidiary Borrowers or any other Guarantor Borrower in respect of payments made by the Parent Borrower under this Guaranteehereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary their Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If So long as any Obligations of any Subsidiary Borrower remain outstanding, if any amount shall be paid by or on behalf of any Subsidiary Borrower or any other Person to the Parent Borrower on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid rights waived in full in immediately available fundsthis Section 11.20, such amount shall be held by the Parent Borrower for the benefit in trust, segregated from other funds of the Administrative Agent and the LendersParent Borrower, and shall, forthwith upon receipt by the Parent Borrower, be turned over to the Administrative Agent in the exact form received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative Agent, if required), to be applied against the Obligations of the Subsidiary Obligations Borrowers, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by the Parent Borrower Company hereunder or any set-off or application of funds of the Parent Borrower Company by the Administrative Agent or any Lender, the Parent Borrower Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Foreign Subsidiary Borrowers or any, the Subsidiaries, any Subsidiary Guarantor or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations nor shall the Parent Borrower Company seek or be entitled to seek any contribution or reimbursement from the Foreign Subsidiary Borrowers or any, the Subsidiaries, any Subsidiary Guarantor or any other Guarantor guarantor in respect of payments made by the Parent Borrower Company under this Guarantee, until all amounts owing to the Administrative Agent and the Lenders by the Foreign Subsidiary Borrowers and the Subsidiaries on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent Borrower Company on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available funds, such amount shall be held by the Parent Borrower Company for the benefit of the Administrative Agent and the Lenders, and shall, forthwith upon receipt by the Parent BorrowerCompany, be turned over to the Administrative Agent in the exact form received by the Parent Borrower Company (duly indorsed by the Parent Borrower Company to the Administrative Agent, if required), to be applied against the Subsidiary Obligations whether matured or unmatured, in such order as the Administrative Agent may determine.. #93177127v17

No Subrogation. Notwithstanding any payment made by the Parent Borrower any Guarantor hereunder or any set-off or application of funds of the Parent Borrower any Guarantor by the Administrative Agent or any Lenderother Secured Party, the Parent Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the Parent Borrower, any Subsidiary Borrowers Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Obligations Borrower Obligations, nor shall the Parent Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Parent Borrower, any Subsidiary Borrowers Borrower or any other Guarantor in respect of payments made by the Parent Borrower under this Guaranteesuch Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders other Secured Parties by the Parent Borrower or any Subsidiary Borrowers Borrower on account of the Subsidiary Borrower Obligations are paid in full in immediately available fundscash, no Letter of Credit shall be outstanding (or shall not have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the Parent Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full in immediately available fundscash or any Letter of Credit shall be outstanding (and shall not have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) or any of the Commitments shall remain in effect, such amount shall be held by the Parent Borrower such Guarantor in trust for the benefit of the Administrative Agent and the Lendersother Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by the Parent Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Parent Borrower such Guarantor (duly indorsed by the Parent Borrower such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of any Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against the Subsidiary Obligations any Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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