Common use of Limited Subrogation Clause in Contracts

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cash, Administrative Agent will, at Guarantor’s request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full full, no Guarantor shall have no any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any statute or other law), and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against any Restricted Person and any right to participate in any Security until such timethe Borrower. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, rights or any such other remedy, or any Security remedy at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of the Administrative Agent, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. (b) If any Guarantor shall make payment to the Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, the Administrative Agent will, at such Guarantor’s request and expense, execute and deliver to such Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of the Administrative Agent (which the Administrative Agent may withhold in its discretion) such Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by the Administrative Agent or any LenderLender Party, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which the Administrative Agent otherwise has released or wishes to release from its Obligations. (c) Upon full and final payment of the Obligations, each Guarantor which has made payments upon the Obligations shall be entitled to contribution from each other Guarantor hereunder, to the end that all such payments upon the Obligations shall be shared among all Guarantors in proportion to their respective Net Worths, provided that the contribution obligations of each Guarantor shall be limited to the maximum amount that it can pay at such time without rendering its contribution obligations voidable under applicable law relating to fraudulent conveyances or fraudulent transfers. As used in this subsection, the “Net Worth” of each Guarantor means, at any time, the remainder of (i) the fair value of such Guarantor’s assets (other than such right of contribution), minus (ii) the fair value of such Guarantor’s liabilities (other than its liabilities under its guaranty of the Obligations).

Limited Subrogation. (a) Until all Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application of funds of any Borrower by the Administrative Agent or any Lender, until 731 days after the Debt and other obligations hereunder and under the other Loan Documents have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any of the Obligations have been paid and performed in full rights of the Administrative Agent or any Lender against the other Borrowers or any Guarantor shall have no right to exercise or any Collateral or Guarantee or right of subrogationoffset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, reimbursement, indemnity, exoneration, nor shall such Borrower seek or be entitled to seek any contribution or any reimbursement from the other claim which it may now or hereafter have against or to any Obligor Borrowers or any Security Guarantor in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person and any right to participate in any Security until respect of payments made by such timeBorrower hereunder. If any amount shall be paid to Guarantor a Borrower on account of any such subrogation or other rights, any such other remedy, or any Security rights at any time when all of the Obligations Debt and all other expenses guaranteed pursuant hereto obligations hereunder and under the other Loan Documents shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the benefit Administrative Agent and the Lenders, segregated from other funds of such Borrower and shall, forthwith upon receipt by such Borrower, be turned over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, shall if required), to be segregated from applied against the Debt and other obligations hereunder and under the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the ObligationsLoan Documents s, whether matured or unmatured, in such order as the Administrative Agent shall electand the Lenders may determine. (b) If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cash, Administrative Agent will, at Guarantor’s request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person the Borrowers and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) . If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any LenderCreditor, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code, as amended), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) . If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent will, at Guarantor’s request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lenderother Lender Party, whose ownership has otherwise changed in the course of enforcement of the Obligation Loan Documents, or which Administrative Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Guaranteed Obligations have been paid and performed in full Guarantor full, Guarantors shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it they may now or hereafter have against or to any Loan Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any Law, as amended), and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Guaranteed Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor the Guarantors and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Guaranteed Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) If any Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Guaranteed Obligations and if all of the Guaranteed Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at such Guarantor’s request and expense, execute and deliver to such Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d4(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) such Guarantor shall not have the right to be subrogated to any claim or right against any Loan Obligor which if: (i) such Loan Obligor has become owned by Administrative Agent or any Lender, whose (ii) the ownership of such Loan Obligor has otherwise changed in the course of enforcement of the Obligation Loan Documents, or (iii) Lender has otherwise released or wishes to release such Loan Obligor from its Guaranteed Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) . If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its reasonable discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full full, Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any Law, as amended), and the Guarantor hereby waives any rights to enforce any remedy which the Guarantor may have against any Restricted Person the other Obligors and any right to participate in any Security until such time. If any amount shall be paid to the Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of the Administrative Agent, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. (b) If the Guarantor shall make payment to the Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, the Administrative Agent will, at the Guarantor’s 's request and expense, execute and deliver to the Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor; provided that such transfer shall be subject to Section 3(d5(d) above and that without the consent of the Administrative Agent (which Administrative Agent may withhold in its discretion) the Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which if: (i) such Obligor has become owned by the Administrative Agent or any Lender, whose or (ii) the ownership of such Obligor has otherwise changed in the course of enforcement of the Obligation Loan Documents.

Limited Subrogation. (a) Until all of the Obligations Loans and other amounts due under the Credit Agreement have been paid and performed in full and all Commitments terminated, no Guarantor shall have no any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any Law, as amended), and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against Borrower or any Restricted Person and any right to participate in any Security other Obligor until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, rights or any such other remedy, or any Security remedy at any time when all of the Obligations Loans and all other expenses guaranteed pursuant hereto amounts due under the Credit Agreement shall not have been paid in full, such amount shall be held in trust by such Guarantor for the benefit of Administrative Agentthe Guaranteed Parties, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to Administrative Agent in the same form as so received (with any necessary endorsement or arrangement) to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, against all or any portion of the Guaranteed Obligations, whether matured or unmatured, in such order as Administrative Agent shall electaccordance with the terms of the Loan Documents. (b) If any Guarantor shall make payment to Administrative Agent of all or any portion of the Guaranteed Obligations and if all of the Obligations Loans and other amounts due under the Credit Agreement shall be finally paid in full in cashand all Commitments terminated, Administrative Agent will, at such Guarantor’s request and expense, execute and deliver to such Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d2(b) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) such Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which if: (i) such Obligor has become owned by Administrative Agent any Guaranteed Party or any Lender, whose the ownership of such Obligor has otherwise changed in the course of enforcement of the Obligation Loan Documents, or (iii) Administrative Agent has otherwise released or wishes to release such Obligor from its Guaranteed Obligations.

Limited Subrogation. (a) Until all of one year and one day after the Obligations have been paid and performed indefeasible payment in full in cash of all Obligations, the expiration or termination of all Letters of Credit and the termination of all Commitments, Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been indefeasibly paid in fullfull in cash, all Letters of Credit have not expired or terminated or all Commitments have not terminated, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) . If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally indefeasibly paid in full in cash, Administrative all Letters of Credit have expired or terminated and all Commitments have terminated, Agent will, at Guarantor’s request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any LenderLender Party, whose ownership has otherwise changed in the course of enforcement of the Obligation Loan Documents, or which Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it he may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives defers any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. The foregoing shall not be deemed to prohibit reallocations of partnership interests among the partners of Borrower in accordance with the terms of the limited partnership agreement of Borrower. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) . If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents.

Limited Subrogation. (a) Until all Notwithstanding any payment made by any Guarantor hereunder or any setoff or application of funds of any Guarantor by Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of Administrative Agent or any Lender against Borrower or any Guarantor or any collateral security or guaranty or right of setoff held by Administrative Agent or any Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any Guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to Administrative Agent and Lenders by Borrower on account of the Guarantor Obligations have been are paid and performed in full Guarantor shall have in cash, no right to exercise any right Letter of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyCredit is outstanding, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person and any right to participate in any Security until such timethe Total Commitment is terminated. If any amount shall be is paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security rights at any time when all of the Guarantor Obligations and all other expenses guaranteed pursuant hereto shall have not have been paid in full, such that amount shall be held by the Guarantor in trust for the benefit of Administrative AgentAgent and Lenders, shall be segregated from the other funds of Guarantor the Guarantor, and shall shall, forthwith upon receipt by the Guarantor, be paid turned over to Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to Administrative Agent, if required), to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of against the Guarantor Obligations, whether matured or unmatured, in such order as Administrative Agent shall electmay determine. (b) If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cash, Administrative Agent will, at Guarantor’s request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full full, Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any Law, as amended), and the Guarantor hereby waives any rights to enforce any remedy which the Guarantor may have against any Restricted Person the other Obligors and any right to participate in any Security until such time. If any amount shall be paid to the Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount 1094129v2 shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) If the Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at the Guarantor’s 's request and expense, execute and deliver to the Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor; provided that such transfer shall be subject to Section 3(d5(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) the Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which if: (i) such Obligor has become owned by Administrative Agent or any Lender, whose or (ii) the ownership of such Obligor has otherwise changed in the course of enforcement of the Obligation Loan Documents.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor full, the Guarantors shall have no right to exercise any right rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim claims which it they may now or hereafter have against or to any Obligor or any Security security in connection with this GuarantyGuaranty (including any right of subrogation under §34.04 of the Texas Business and Commerce Code), and Guarantor the Guarantors hereby waives waive any rights to enforce any remedy which Guarantor the Guarantors may have against any Restricted Person Borrower and any right to participate in any Security security until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor the Guarantors and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) . If any Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at such Guarantor’s request and expense, execute and deliver to Guarantor the Guarantors (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor the Guarantors of an interest in the Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Guaranteed Obligations have been finally paid in cash and performed in full Guarantor full, Guarantors shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any statute or other law), and Guarantor the Guarantors hereby waives waive any rights to enforce prior to such time any remedy which that any Guarantor may have against any Restricted Person an Obligor in connection with this Guaranty or the Guaranteed Obligations and any right to participate prior to such time in any Security until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Guaranteed Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in fullfull in cash, such amount shall be held in trust for the benefit of Administrative Agentthe Collateral Agent and the Purchasers, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to Administrative the Collateral Agent for the benefit of the Collateral Agent and the Purchasers to be held by Administrative the Collateral Agent as collateral Security for, or then or at any time thereafter applied in whole or in part by Administrative the Collateral Agent against, all or any portion of the Guaranteed Obligations, whether matured or unmatured, in such order as Administrative the Collateral Agent shall elect. (b) If Guarantor shall make Upon full and final payment to Administrative Agent of all or any portion in cash of the Obligations and if all of Guaranteed Obligations, each Guarantor which has made payments upon the Guaranteed Obligations shall be finally paid entitled to contribution from each other Guarantor hereunder, to the end that all such payments upon the Guaranteed Obligations shall be shared among all Guarantors in full proportion to their respective Net Worth, provided that the contribution obligations of each Guarantor shall be limited to the maximum amount that it can pay at such time without rendering its contribution obligations voidable under applicable law relating to fraudulent conveyances or fraudulent transfers. As used in cashthis subsection, Administrative Agent willthe "Net Worth" of each Guarantor means, at any time, the remainder of (i) the fair value of such Guarantor’s request and expense's assets (other than such right of contribution), execute and deliver to Guarantor minus (without recourse, representation or warrantyii) appropriate documents necessary to evidence the transfer by subrogation to Guarantor fair value of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent 's liabilities (which Administrative Agent may withhold in other than its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement liabilities under its guaranty of the Obligation DocumentsGuaranteed Obligations).

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code, as amended), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) . If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) . If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section [3(d) )] above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full full, no Guarantor shall have no any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against any Restricted Person Buyer and any right to participate in any Security until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentSellers, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to Administrative Agent Sellers to be held by Administrative Agent Sellers as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Sellers against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Sellers shall elect. (b) . If any Guarantor shall make payment to Administrative Agent Sellers of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Sellers will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Sellers (which Administrative Agent Sellers may withhold in its discretion) no Guarantor shall not have the any right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any LenderSeller, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Sellers otherwise have released or wish to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full full, no Guarantor shall have no any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLenders, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) . If any Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) such Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations Loans and other amounts due under the Credit Agreement have been paid and performed in full and all Commitments terminated, no Guarantor shall have no any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security (if any) in connection with this GuarantyGuaranty (including any right of subrogation under any Law, as amended), and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against Borrower or any Restricted Person other Obligor and any right to participate in any Security until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations Loans and all other expenses guaranteed pursuant hereto amounts due under the Credit Agreement shall not have been paid in full, such amount shall be held in trust by such Guarantor for the benefit of Administrative Agentthe Guaranteed Parties, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to Administrative Agent in the same form as so received (with any necessary endorsement or arrangement) to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, against all or any portion of the Guaranteed Obligations, whether matured or unmatured, in such order as Administrative Agent shall electaccordance with the terms of the Loan Documents. (b) If any Guarantor shall make payment to Administrative Agent of all or any portion of the Guaranteed Obligations and if all of the Obligations Loans and other amounts due under the Credit Agreement shall be finally paid in full in cashand all Commitments terminated, Administrative Agent will, at such Guarantor’s request and expense, execute and deliver to such Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d2(b) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) such Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which if: (i) such Obligor has become owned by Administrative Agent any Guaranteed Party or any Lender, whose the ownership of such Obligor has otherwise changed in the course of enforcement of the Obligation Loan Documents, or (ii) Administrative Agent has otherwise released or wishes to release such Obligor from its Guaranteed Obligations.

Limited Subrogation. (a) 16.01 Until all of the Obligations have been paid and performed in full full, no Guarantor shall have no any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any statute or other law), and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against any Restricted Person and any right to participate in any Security until such timethe Borrower. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, rights or any such other remedy, or any Security remedy at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of the Administrative Agent, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to the Administrative Agent to be held by Administrative the Collateral Agent as collateral Collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. (b) 16.02 If any Guarantor shall make payment to the Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, the Administrative Agent will, at such Guarantor’s request and expense, execute and deliver to such Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of the Administrative Agent (which the Administrative Agent may withhold in its discretion) such Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by the Administrative Agent or any LenderLender Party, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which the Administrative Agent otherwise has released or wishes to release from its Obligations. 16.03 Upon full and final payment of the Obligations, each Guarantor which has made payments upon the Obligations shall be entitled to contribution from each other Guarantor hereunder, to the end that all such payments upon the Obligations shall be shared among all Guarantors in proportion to their respective Net Worths, provided that the contribution obligations of each Guarantor shall be limited to the maximum amount that it can pay at such time without rendering its contribution obligations voidable under applicable law relating to fraudulent conveyances or fraudulent transfers. As used in this subsection, the “Net Worth” of each Guarantor means, at any time, the remainder of (i) the fair value of such Guarantor’s assets (other than such right of contribution), minus (ii) the fair value of such Guarantor’s liabilities (other than its liabilities under its guaranty of the Obligations).

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code, as amended), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) . If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives defers any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. The foregoing shall not be deemed to prohibit real locations of partnership interests among the partners of Borrower in accordance with the terms of the limited partnership agreement of Borrower. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) . If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor Guarantors shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under ‘34.04 of the Texas Business and Commerce Code, as amended), and Guarantor Guarantors hereby waives waive any rights to enforce any remedy which Guarantor Guarantors may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to any Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentGuaranty Trustee, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to Administrative Agent Guaranty Trustee to be held by Administrative Agent Guaranty Trustee as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Guaranty Trustee against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Guaranty Trustee shall elect. (b) If Guarantor Guarantors shall make payment to Administrative Agent Guaranty Trustee of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Guaranty Trustee will, at Guarantor’s Guarantors’ request and expense, execute and deliver to Guarantor Guarantors (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor Guarantors of an interest in the Obligations resulting from such payment by GuarantorGuarantors; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Guaranty Trustee (which Administrative Agent Guaranty Trustee may withhold in its discretion) Guarantor Guarantors shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent Guaranty Trustee or any LenderSecurity Beneficiary, whose ownership has otherwise changed in the course of enforcement of the Obligation Finance Documents, or which Guaranty Trustee otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim claim, which it he may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives defers any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. The foregoing shall not be deemed to prohibit reallocations of partnership interests among the partners of Borrower in accordance with the terms of the limited partnership agreement of Borrower. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) . If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents.

Limited Subrogation. (a) Until all of the Obligations Indebtedness have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations Indebtedness and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the ObligationsIndebtedness, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations Indebtedness and if all of the Obligations Indebtedness shall be finally paid in full in cashfull, Administrative Agent will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations Indebtedness resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent Agent, LC Issuer or any LenderBank, whose ownership has otherwise changed in the course of enforcement of the Obligation Loan Documents, or which Administrative Agent otherwise has released or wishes to release from its Indebtedness. (c) Upon full and final payment of the Indebtedness, all Subsidiary Guarantors which have made payments upon the Indebtedness shall be entitled to contribution from all of the Subsidiary Guarantors, to the end that all such payments upon the Indebtedness shall be shared among all Subsidiary Guarantors in proportion to their respective Net Worths, provided that the contribution obligations of each Subsidiary Guarantor shall be limited to the maximum amount that it can pay at such time without rendering its contribution obligations voidable under applicable law relating to fraudulent conveyances or fraudulent transfers. As used in this subsection, the "Net Worth" of each Subsidiary Guarantor means, at any time, the remainder of (i) the fair value of such Subsidiary Guarantor's assets (other than such right of contribution), minus (ii) the fair value of such Subsidiary Guarantor's liabilities (other than its liabilities under its guaranty of the Indebtedness).

Limited Subrogation. (a) Until all of the Obligations have been ------------------- paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under (S)34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) . If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under `34.04 of the Texas Business and Commerce Code, as amended), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s Guarantor`s request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor Guarantors shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under any state law), and Guarantor Guarantors hereby waives waive any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor Guarantors on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative Agent, shall be segregated from the other funds of Guarantor Guarantors and shall forthwith be paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent shall elect. (b) If Guarantor Guarantors shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent will, at Guarantor’s Guarantors' request and expense, execute and deliver to Guarantor Guarantors (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor Guarantors of an interest in the Obligations resulting from such payment by GuarantorGuarantors; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor Guarantors shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full full, no Guarantor shall have no any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Buyer and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentSellers, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Sellers to be held by Administrative Agent Sellers as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Sellers against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Sellers shall elect. (b) . If Guarantor shall make payment to Administrative Agent Sellers of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Sellers will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Sellers (which Administrative Agent Sellers may withhold in its discretion) no Guarantor shall not have the any right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any LenderSeller, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Sellers otherwise have released or wish to release from its Obligations.

Limited Subrogation. (a) Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this GuarantyGuaranty (including any right of subrogation under ss.34.04 of the Texas Business and Commerce Code, as amended), and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against any Restricted Person Borrower and any right to participate in any Security until such time. If any amount shall be paid to Guarantor on account of any such subrogation or other rights, any such other remedy, or any Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of Administrative AgentLender, shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Administrative Agent Lender to be held by Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by Administrative Agent Lender against, all or any portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent Lender shall elect. (b) If Guarantor shall make payment to Administrative Agent Lender of all or any portion of the Obligations and if all of the Obligations shall be finally paid in full in cashfull, Administrative Agent Lender will, at Guarantor’s 's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided that such transfer shall be subject to Section 3(d) above and that without the consent of Administrative Agent Lender (which Administrative Agent Lender may withhold in its discretion) Guarantor shall not have the right to be subrogated to any claim or right against any Obligor which has become owned by Administrative Agent or any Lender, whose ownership has otherwise changed in the course of enforcement of the Obligation Documents, or which Lender otherwise has released or wishes to release from its Obligations.