Common use of Agreement To Pay; Subrogation Clause in Contracts

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Party has at law or in equity against El Paso by virtue hereof, upon the failure of the Trustee to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of El Paso against the Trustee arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trustee, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Secured Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Secured Party as provided above, all rights of El Paso the Guarantor against the Trustee Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee Borrower now or hereafter held by El Paso the Guarantor is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the TrusteeBorrower, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee JCI or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso the Guarantor against the Trustee JCI arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteeright, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee either Borrower to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso the Guarantor against the Trustee Borrowers arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteeright, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Facility Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee Borrowers to pay any Trust Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Facility Agent or such other Guaranteed Party as designated thereby for distribution to the Secured Parties in cash the amount of such unpaid Trust Secured Obligation. It shall not be necessary for any of the Lenders, in order to enforce such payment or performance by Guarantor, first to institute suit or exhaust its remedies against any of the Borrowers, or others liable to pay or perform such Secured Obligations, or to enforce its rights against any security which shall ever have been given to secure the Secured Obligations. The Lenders shall not be required to mitigate damages or take any other action to reduce, collect or enforce the indebtedness evidenced by the Notes or Secured Obligations. No set-off, counterclaim, reduction, or diminution of any obligations, or any defense of any kind or nature which Guarantor has or may hereafter have against Borrowers or any of the Lenders shall be available hereunder to Guarantor. Upon payment by El Paso the Guarantor of any sums to the Administrative Facility Agent or any Guaranteed Party as provided above, all rights of El Paso the Guarantor against the Trustee Borrowers arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trustee, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsArticle III.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee JCISA or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso the Guarantor against the Trustee JCISA arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteeright, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Party has may have at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee any Borrowers or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other for distribution to the applicable Guaranteed Party as designated thereby Parties in cash the amount of such unpaid Trust ObligationsObligation. Each Guarantor agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any change in law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, circumstance or condition, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, such Guarantor shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify the Administrative Agent and each other Guaranteed Party against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee any Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trustee, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsArticle III.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Party has at law or in equity against El Paso by virtue hereof, upon the failure of the Trustee to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party in respect of the Guarantied Obligations as provided aboveherein, all rights of El Paso such Guarantor against the Trustee any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Guarantied Obligations. In addition, any indebtedness of the Trustee Borrowers or any other obligor now or hereafter held by El Paso any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Trust Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to El Paso any Guarantor by or on account behalf of (i) such any Borrower or any other Guarantor by virtue of any right of subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteelike, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of of, the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against and applied upon the payment of the Trust Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Secured Party has at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby for distribution to the applicable Secured Parties in cash the amount of such unpaid Trust ObligationsGuaranteed Obligation plus any accrued and unpaid interest on such Guaranteed Obligation (including interest which, but for the Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations whether or not such claim is allowed against the Borrower for such interest in the related bankruptcy case). Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust ObligationsArticle VI. If any amount payment shall erroneously be paid required to El Paso on account of (i) such subrogationbe made to any Secured Party under this Agreement, contributioneach Guarantor hereby unconditionally and irrevocably agrees that it will contribute, reimbursement, indemnity or similar right or (ii) any such indebtedness of to the Trusteemaximum extent permitted by law, such amounts to each other Guarantor and the Borrower so as to maximize the aggregate amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured Secured Parties under or unmatured, in accordance connection with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Secured Party has at law or in equity against El Paso Holdings by virtue hereof, upon the failure of the Trustee Borrower to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso Holdings hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Secured Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso Holdings of any sums to the Administrative Agent or any Guaranteed other Secured Party as provided aboveabove or application of the Pledged Collateral, all rights of El Paso Holdings against the Trustee Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness or other obligations of the Trustee Borrower now or hereafter held by El Paso or inuring to the benefit of Holdings is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of the Trust Obligations. If any amount shall erroneously be paid to El Paso Holdings on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the TrusteeBorrower, such amount shall be held in trust for the benefit of the Guaranteed Parties Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Party has at law or in equity against El Paso by virtue hereof, upon the failure of the Trustee to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso against the Trustee arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trustee, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Secured Party has may have at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby for distribution to the applicable Secured Parties in cash the amount of such unpaid Trust ObligationsObligation. Each Guarantor agrees that if payment in respect of any Obligation shall be due in a currency other than dollars and/or at a place of payment other than New York and if, by reason of any change in law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, circumstance or condition, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, such Guarantor shall make payment of such Obligation in dollars (based upon the applicable exchange rate in effect on the date of payment) and/or in New York, and shall indemnify the Administrative Agent and each other Secured Party against any losses or reasonable out-of-pocket expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment. Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trustee, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsArticle III.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor, upon notice from the Collateral Agent or the Administrative Agent, hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Party as designated thereby for distribution to the applicable Secured Parties in cash the amount of such unpaid Trust ObligationsObligation. Upon payment by El Paso any Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust ObligationsArticle VI. If any amount shall erroneously be paid to El Paso any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness Indebtedness of the TrusteeBorrower or any other Loan Party, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and any other Loan DocumentsDocument.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Credit Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Secured Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Secured Party as provided above, all rights of El Paso the Guarantor against the Trustee Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee Borrower now or hereafter held by El Paso the Guarantor is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the TrusteeBorrower, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee any Borrower or any other Loan Party to pay any Trust Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed for distribution to the applicable Secured Party as designated thereby in cash the amount of such unpaid Trust ObligationsGuaranteed Obligation. Upon payment by El Paso any Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee any Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment fully subordinated to the prior payment in full in cash of all the Trust Guaranteed Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If ; provided that if any amount shall erroneously be paid to El Paso such Guarantor on account of (i) such right of subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness otherwise prior to the Termination Date and an Event of the TrusteeDefault shall be continuing, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied against the payment of the Trust Guaranteed Obligations, whether matured or unmatured, in accordance with the terms Section 5.02 of the Loan DocumentsCollateral Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Secured Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Secured Party as provided above, all rights of El Paso the Guarantor against the Trustee Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee Borrower now or hereafter held by El Paso the Guarantor is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the TrusteeBorrower, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee DCJ or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso the Guarantor against the Trustee DCJ arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteeright, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Party has may have at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee any Borrowers or any other Loan Party to pay any Trust Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other for distribution to the applicable Guaranteed Party as designated thereby Parties in cash the amount of such unpaid Trust ObligationsGuaranteed Obligation. Each Guarantor agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any change in law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, circumstance or condition, payment of such Guaranteed Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, such Guarantor shall make payment of such Guaranteed Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify the Administrative Agent and each other Guaranteed Party against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee any Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trustee, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsArticle III.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Lending Party has at law or in equity against El Paso the Borrowers or by virtue hereof, upon the failure of the Trustee any Term Borrower to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso Cellco hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Lending Party as designated thereby in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso Cellco of any sums to the Administrative Agent or any Guaranteed Lending Party as provided above, all rights of El Paso Cellco against the Trustee Term Borrowers arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee any Term Borrower now or hereafter held by El Paso Cellco is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso Cellco on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteea Term Borrower, such amount shall be held in trust for the benefit of the Guaranteed Lending Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documentshereof.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Party has Lenders have at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby for the benefit of the Lenders in cash the amount of such unpaid Trust Obligationsthe Guaranteed Obligations to the extent required by, and in the manner set forth in Section 2(a) of this Guaranty. Upon payment by El Paso the Guarantor of any sums to the Administrative Agent or any Guaranteed Party Lenders as provided above, all the Guarantor shall have no rights of El Paso against the Trustee Loan Parties arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment prior to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteeright, such amount shall be held in trust for the benefit of the Guaranteed Parties Lenders and shall forthwith be paid turned over to such Person as the Administrative Agent Required Lenders shall designate in the exact form received by the Guarantor (duly endorsed by the Guarantor to such designated Person, if required) to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent Initial Purchaser or any other Guaranteed Party Purchaser or holder of Notes has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee Company or any other Obligor to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby Purchasers and holders of Notes, in cash the amount of such unpaid Trust Obligations. Upon payment by El Paso the Guarantor of any sums to the Administrative Agent any Purchaser or any Guaranteed Party holder of Notes as provided above, all rights of El Paso the Guarantor against the Trustee Company arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee Company now or hereafter held by El Paso the Guarantor is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the TrusteeCompany, such amount shall be held in trust for the benefit of the Guaranteed Parties Purchasers or holders of Notes and shall forthwith be paid to the Administrative Agent Purchasers and holders of the Notes to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Note Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Company or any other Credit Party to pay any Trust Guaranteed Obligation when and as the same shall become duedue and payable, whether at stated maturity, by required prepayment, declaration, acceleration, after notice demand or otherwise (including amounts that would become due but for the operation of prepayment or otherwisethe automatic stay under Section 362(a) of the Bankruptcy Code), El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed Party as designated thereby for distribution to the applicable Secured Parties in cash the amount of such unpaid Trust ObligationsObligation plus any accrued and unpaid interest on such Obligation (including interest which, but for the Company’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Obligations whether or not a claim is allowed against the Company for such interest in the related bankruptcy case). Upon payment by El Paso any Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Company or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust ObligationsArticle VI. If any amount payment shall erroneously be paid required to El Paso on account of (i) such subrogationbe made to any Secured Party under this Agreement or any other Credit Document, contributioneach Guarantor hereby unconditionally and irrevocably agrees it will contribute, reimbursement, indemnity or similar right or (ii) any such indebtedness of to the Trusteemaximum extent permitted by law, such amounts to each other Guarantor and the Company so as to maximize the aggregate amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured Secured Parties under or unmatured, in accordance connection with the terms of the Loan Credit Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed for distribution to the applicable Secured Party as designated thereby in cash the amount of such unpaid Trust ObligationsGuaranteed Obligation. Upon payment by El Paso any Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment fully subordinated to the prior payment in full in cash of all the Trust Guaranteed Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If ; provided that if any amount shall erroneously be paid to El Paso such Guarantor on account of (i) such right of subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness otherwise prior to the Termination Date and an Event of the TrusteeDefault shall be continuing, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied against the payment of the Trust Guaranteed Obligations, whether matured or unmatured, in accordance with the terms Section 5.02 of the Loan DocumentsCollateral Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Secured Party has may have at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby for distribution to the applicable Secured Parties in cash the amount of such unpaid Trust ObligationsObligation. Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee Borrower now or hereafter held by El Paso any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the TrusteeBorrower, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Secured Party has at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as designated thereby for distribution to the applicable Secured Parties in cash the amount of such unpaid Trust ObligationsObligation. Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee Borrower now or hereafter held by El Paso any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Trust Obligations. If any amount shall erroneously be paid to El Paso any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the TrusteeBorrower, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Guaranteed Party has holders of Notes have at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Issuers to pay any Trust Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to such Person as the Administrative Agent or such other Guaranteed Party as designated thereby holders of Notes shall designate in cash the amount of such unpaid Trust Guaranteed Obligations. Upon payment by El Paso any Guarantor of any sums to the Administrative Agent or any Guaranteed Party holders of Notes as provided above, all rights of El Paso such Guarantor against the Trustee Issuers arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment to the prior payment in full of the Trust Guaranteed Obligations. If any amount shall erroneously be paid to El Paso any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Trusteeright, such amount shall be held in trust for the benefit of the Guaranteed Parties holders of Notes and shall forthwith be paid turned over to such Person as the Administrative Agent holders of Notes shall designate in the exact form received by such Guarantor (duly endorsed by such Guarantor to such designated Person, if required) to be credited against the payment of the Trust Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Notes, the Purchase Agreement and the Principal Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso the Guarantor by virtue hereof, upon the failure of the Trustee any Borrower or any Loan Party to pay any Trust Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed for distribution to the applicable Secured Party as designated thereby in cash the amount of such unpaid Trust ObligationsGuaranteed Obligation. Upon payment by El Paso the Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso the Guarantor against the Trustee any Borrower or any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment fully subordinated to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness or immediately available funds of the Trustee now Guaranteed Obligations (other than contingent or hereafter held by El Paso is hereby subordinated in right of payment unliquidated obligations or liabilities to the prior payment in full of the Trust Obligations. If extent no claim therefor has been made); provided that if any amount shall erroneously be paid to El Paso the Guarantor on account of (i) such right of subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness otherwise prior to the Termination Date and an Event of the TrusteeDefault shall be continuing, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied against the payment of the Trust Guaranteed Obligations, whether matured or unmatured, in accordance with the terms Section 7.03 of the Loan DocumentsCredit Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Guaranteed Secured Party has at law or in equity against El Paso any Guarantor by virtue hereof, upon the failure of the Trustee Borrower or any other Loan Party to pay any Trust Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, El Paso each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Guaranteed for distribution to the applicable Secured Party as designated thereby in cash the amount of such unpaid Trust ObligationsGuaranteed Obligation. Upon payment by El Paso any Guarantor of any sums to the Administrative Collateral Agent or any Guaranteed Party as provided above, all rights of El Paso such Guarantor against the Trustee Borrower or Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment fully subordinated to the prior payment in full in cash of all the Trust Obligations. In addition, any indebtedness of the Trustee now or hereafter held by El Paso is hereby subordinated in right of payment Guaranteed Obligations (except for contingent indemnities and cost and expense reimbursement obligations to the prior payment in full of the Trust Obligations. If extent no claim has been made); provided that if any amount shall erroneously be paid to El Paso such Guarantor on account of (i) such right of subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness otherwise prior to the payment in full in cash of the TrusteeGuaranteed Obligations (except for contingent indemnities and cost and expense reimbursement obligations to the extent no claim has been made) and an Event of Default shall be continuing, such amount shall be held in trust for the benefit of the Guaranteed Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied against the payment of the Trust Obligations, whether matured or unmatured, in accordance with the terms Section 4.02 of the Loan DocumentsCollateral Agreement.