Common use of Limited Subrogation Clause in Contracts

Limited Subrogation. 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 rights of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereunder. If any amount shall be paid to a Borrower on account of such subrogation rights at any time when all of the Debt and other 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 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, if required), to be applied against the Debt and other obligations hereunder and under the other Loan Documents s, whether matured or unmatured, in such order as the Administrative Agent and the Lenders may determine.

Limited Subrogation. 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 rights of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereunder. If any amount shall be paid to a Borrower on account of such subrogation rights at any time when all of the Debt and other 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 Administrative Agent and the LendersLender, segregated from other funds of such Borrower and shall, forthwith upon receipt by such Borrower, be turned over to the Administrative Agent Lender in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative AgentLender, if required), to be applied against the Debt and other obligations hereunder and under the other Loan Documents sDocuments, whether matured or unmatured, in such order as the Administrative Agent and the Lenders Lender may determine.

Limited Subrogation. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any LenderSecurity in connection with this Guaranty, until 731 days after the Debt and other obligations hereunder and under the other Loan Documents Guarantor hereby waives any rights to enforce any remedy which Guarantor may have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrowers or and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Agent, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Agent shall elect. If Guarantor shall make payment to Agent of all or any portion of the Administrative Obligations and if all of the Obligations shall be finally paid in full, Agent will, at Guarantor's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the Lenders 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 Agent (which Agent may determinewithhold 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 Agent or any Creditor, 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. 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 Obligations have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee Guaranty or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan DocumentsObligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereunder. If any amount shall be paid to a Borrower on account of such subrogation rights at any time when all of the Debt and other obligations hereunder and under the other Loan Documents Obligations shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the 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, if required), to be applied against the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as the Administrative Agent and the Lenders may determine.

Limited Subrogation. Notwithstanding any payment or payments made by any Domestic Borrower hereunder or any setoff or application of funds of any Domestic Borrower by the Administrative Agent or any Lender, until 731 days after the Debt and other obligations hereunder and under the other Loan Documents Obligations have been irrevocably paid Paid in fullFull, such Domestic Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the other Domestic Borrowers or any Guarantor or any Collateral or Guarantee Guaranty or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan DocumentsObligations, nor shall such Domestic Borrower seek or be entitled to seek any contribution or reimbursement from the other Domestic Borrowers or any Guarantor in respect of payments made by such Domestic Borrower hereunder. If any amount shall be paid to a Domestic Borrower on account of such subrogation rights at any time when all of the Debt and other obligations hereunder and under the other Loan Documents Obligations shall not have been irrevocably paid Paid in fullFull, such amount shall be held by such Domestic Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of such Domestic Borrower and shall, forthwith upon receipt by such Domestic Borrower, be turned over to the Administrative Agent in the exact form received by such Domestic Borrower (duly indorsed by such Domestic Borrower to the Administrative Agent, if required), to be applied against the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as the Administrative Agent and the Lenders may determine.

Limited Subrogation. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any LenderSecurity in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against Borrower and any right to participate in any Security 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 rights of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the benefit of Administrative Agent and the LendersAgent, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Administrative Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Administrative Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. If Guarantor shall make payment to Administrative Agent of all or any portion of the Obligations and if all of the Lenders Obligations shall be finally paid in full, 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 determinewithhold 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 other Lender Party, whose ownership has otherwise changed in the course of enforcement of the Loan Documents, or which Administrative Agent otherwise has released or wishes to release from its Obligations.

Limited Subrogation. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any Lender, until 731 days after the Debt and other obligations hereunder and Security in connection with this Guaranty (including any right of subrogation under the other Loan Documents have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights of the Administrative Agent or to enforce any Lender remedy which Guarantor may have against the other Borrowers or Borrower and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Agent, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Agent shall elect. If Guarantor shall make payment to Agent of all or any portion of the Administrative Obligations and if all of the Obligations shall be finally paid in full, Agent will, at Guarantor's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the Lenders 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 Agent (which Agent may determinewithhold 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 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. Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application Until all 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 Obligations have been irrevocably paid and performed in full, such Borrower the Guarantors shall not be entitled have no right to be subrogated exercise any rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claims which they may now or hereafter have against or to any Obligor or any security in connection with this Guaranty (including any right of subrogation under §34.04 of the Texas Business and Commerce Code), and the Guarantors hereby waive any rights of to enforce any remedy which the Administrative Agent or Guarantors may have against Borrower and any Lender against the other Borrowers or right to participate in any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower any Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Lender, shall be segregated from the other funds of such Borrower the Guarantors and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Lender to be held by Lender as collateral for, or then or at any time thereafter applied against in whole or in part by Lender against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Lender shall elect. If any Guarantor shall make payment to Lender of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Lender will, at such Guarantor’s request and expense, execute and deliver to the Guarantors (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to 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 Lender (which Lender may determinewithhold 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 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. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any Lender, until 731 days after the Debt and other obligations hereunder and Security in connection with this Guaranty (including any right of subrogation under the other Loan Documents have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights of the Administrative Agent or to enforce any Lender remedy which Guarantor may have against the other Borrowers or Borrower and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Agent, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Agent shall elect. If Guarantor shall make payment to Agent of all or any portion of the Administrative Obligations and if all of the Obligations shall be finally paid in full, Agent will, at Guarantor's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the Lenders 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 Agent (which Agent may determinewithhold 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 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. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any Lender, until 731 days after the Debt and other obligations hereunder and Security in connection with this Guaranty (including any right of subrogation under the other Loan Documents have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any ss.34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights of the Administrative Agent or to enforce any Lender remedy which Guarantor may have against the other Borrowers or Borrower and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Agent, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Agent shall elect. If Guarantor shall make payment to Agent of all or any portion of the Administrative Obligations and if all of the Obligations shall be finally paid in full, Agent will, at Guarantor's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the Lenders 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 Agent (which Agent may determinewithhold 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 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. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment right of subrogation, reimbursement, indemnity, exoneration, contribution or payments made by any other claim which it may now or hereafter have against or to any Obligor or any Security in connection with this Guaranty (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 Borrower hereunder or and any setoff or application of funds of right to participate in any Borrower by the Administrative Agent or any Lender, Security 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 rights of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Lender, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Lender to be held by Lender as collateral for, or then or at any time thereafter applied against in whole or in part by Lender against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Lender shall elect. If Guarantor shall make payment to Lender of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Lender 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 Lender (which Lender may determinewithhold 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 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. Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application Until all 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 Guaranteed Obligations have been irrevocably finally and fully paid in cash and performed in full, such Borrower no Guarantor shall not be entitled have the right to be subrogated exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any of the rights of the Administrative Agent Obligor or any Lender against the other Borrowers or security in connection with this Guaranty (including any Guarantor or any Collateral or Guarantee or right of offset held by subrogation under any statute or other law), and each Guarantor hereby waives any rights to enforce prior to such time any remedy that such Guarantor may have against an Obligor in connection with this Guaranty or the Administrative Agent or Guaranteed Obligations and any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall right to participate prior to such Borrower seek or be entitled to seek time in any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by security therefor until such Borrower hereundertime. If any amount shall be paid to a Borrower any Guarantor on account of any such subrogation rights rights, any such other remedy with respect to amounts paid under this Guaranty, or any security in respect of the Guaranteed Obligations at any time when all of the Debt Guaranteed Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in fullfull in cash, such amount shall be held by such Borrower in trust for the Administrative benefit of Agent, for the ratable benefit of Agent and the Lenders, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as security for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sGuaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent and the Lenders may determineshall elect.

Limited Subrogation. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any Lender, until 731 days after the Debt and other obligations hereunder and Security in connection with this Guaranty (including any right of subrogation under the other Loan Documents have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any Section 34.04 of the Texas Business and Commerce Code, as amended), and Guarantor hereby waives any rights of the Administrative Agent or to enforce any Lender remedy which Guarantor may have against the other Borrowers or Borrower and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Lender, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Lender to be held by Lender as collateral for, or then or at any time thereafter applied against in whole or in part by Lender against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Lender shall elect. If Guarantor shall make payment to Lender of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Lender 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 Lender (which Lender may determinewithhold 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 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. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any Lender, until 731 days after the Debt and other obligations hereunder and Security in connection with this Guaranty (including any right of subrogation under the other Loan Documents have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any ss.34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights of the Administrative Agent or to enforce any Lender remedy which Guarantor may have against the other Borrowers or Borrower and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Agent, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Agent shall elect. If Guarantor shall make payment to Agent of all or any portion of the Administrative Obligations and if all of the Obligations shall be finally paid in full, Agent will, at Guarantor's request and expense, execute and deliver to Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the Lenders 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 Agent (which Agent may determinewithhold 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 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. Notwithstanding Until all of the Obligations have been ------------------- paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any Lender, until 731 days after the Debt and other obligations hereunder and Security in connection with this Guaranty (including any right of subrogation under the other Loan Documents have been irrevocably paid in full, such Borrower shall not be entitled to be subrogated to any (S)34.04 of the Texas Business and Commerce Code), and Guarantor hereby waives any rights of the Administrative Agent or to enforce any Lender remedy which Guarantor may have against the other Borrowers or Borrower and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Lender, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Lender to be held by Lender as collateral for, or then or at any time thereafter applied against in whole or in part by Lender against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Lender shall elect. If Guarantor shall make payment to Lender of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Lender 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 Lender (which Lender may determinewithhold 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 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. Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application Until all 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 Obligations have been irrevocably paid and performed in full, such Borrower no Guarantor shall not be entitled have any right to be subrogated exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any of the rights of the Administrative Agent Obligor or any Lender Security in connection with this Guaranty, and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against the other Borrowers or Borrower and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower any Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the benefit of Lenders, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Agent shall elect. If any Guarantor shall make payment to Agent of all or any portion of the Administrative Obligations and if all of the Obligations shall be finally paid in full, 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 Lenders 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 Agent (which Agent may determinewithhold 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 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. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which he may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any LenderSecurity in connection with this Guaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby defers any rights to enforce any remedy which Guarantor may have against Borrower and any right to participate in any Security until 731 days after the Debt and other obligations hereunder and under the other Loan Documents have been irrevocably paid in full, such Borrower time. The foregoing shall not be entitled deemed to be subrogated to any prohibit reallocations of partnership interests among the partners of Borrower in accordance with the terms of the rights limited partnership agreement of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereunderBorrower. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Lender, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Lender to be held by Lender as collateral for, or then or at any time thereafter applied against in whole or in part by Lender against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Lender shall elect. If Guarantor shall make payment to Lender of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Lender 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 Lender (which Lender may determinewithhold 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 Lender.

Limited Subrogation. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim, which he may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any LenderSecurity in connection with this Guaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby defers any rights to enforce any remedy which Guarantor may have against Borrower and any right to participate in any Security until 731 days after the Debt and other obligations hereunder and under the other Loan Documents have been irrevocably paid in full, such Borrower time. The foregoing shall not be entitled deemed to be subrogated to any prohibit reallocations of partnership interests among the partners of Borrower in accordance with the terms of the rights limited partnership agreement of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereunderBorrower. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Lender, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Lender to be held by Lender as collateral for, or then or at any time thereafter applied against in whole or in part by Lender against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Lender shall elect. If Guarantor shall make payment to Lender of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Lender 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 Lender (which Lender may determinewithhold 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 Lender.

Limited Subrogation. Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application Until all 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 Obligations have been irrevocably paid and performed in full, such Borrower no Guarantor shall not be entitled have any right to be subrogated exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any of the rights of the Administrative Agent Obligor or any Lender Security in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against the other Borrowers or Buyer and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Sellers, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Sellers to be held by Sellers as collateral for, or then or at any time thereafter applied against in whole or in part by Sellers against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Sellers shall elect. If Guarantor shall make payment to Sellers of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Sellers 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 Sellers (which Sellers may determinewithhold in its discretion) no Guarantor shall have any right to be subrogated to any claim or right against any Obligor which has become owned by any Seller, 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. Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application Until all 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 Obligations have been irrevocably paid and performed in full, such Borrower no Guarantor shall not be entitled have any right to be subrogated exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against or to any of the rights of the Administrative Agent Obligor or any Lender Security in connection with this Guaranty, and each Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against the other Borrowers or Buyer and any Guarantor or right to participate in any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall Security until such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower any Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Sellers, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Sellers to be held by Sellers as collateral for, or then or at any time thereafter applied against in whole or in part by Sellers against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Sellers shall elect. If any Guarantor shall make payment to Sellers of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Sellers 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 Sellers (which Sellers may determinewithhold in its discretion) no Guarantor shall have any right to be subrogated to any claim or right against any Obligor which has become owned by any Seller, 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. Notwithstanding Until all of the Obligations have been paid and performed in full Guarantor shall have no right to exercise any payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any LenderSecurity in connection with this Guaranty (including any right of subrogation under Section 34.04 of the Texas Business and Commerce Code), and Guarantor hereby defers any rights to enforce any remedy which Guarantor may have against Borrower and any right to participate in any Security until 731 days after the Debt and other obligations hereunder and under the other Loan Documents have been irrevocably paid in full, such Borrower time. The foregoing shall not be entitled deemed to be subrogated to any prohibit real locations of partnership interests among the partners of Borrower in accordance with the terms of the rights limited partnership agreement of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereunderBorrower. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Lender, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), Lender to be held by Lender as collateral for, or then or at any time thereafter applied against in whole or in part by Lender against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Lender shall elect. If Guarantor shall make payment to Lender of all or any portion of the Administrative Agent Obligations and if all of the Lenders Obligations shall be finally paid in full, Lender 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 Lender (which Lender may determinewithhold 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 Lender.

Limited Subrogation. Notwithstanding Until one year and one day after the 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 payment or payments made by any Borrower hereunder right of subrogation, reimbursement, indemnity, exoneration, contribution or any setoff other claim which it may now or application of funds of hereafter have against or to any Borrower by the Administrative Agent Obligor or any LenderSecurity in connection with this Guaranty, and Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against Borrower and any right to participate in any Security 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 rights of the Administrative Agent or any Lender against the other Borrowers or any Guarantor or any Collateral or Guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Debt and other obligations hereunder and under the other Loan Documents, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from the other Borrowers or any Guarantor in respect of payments made by such Borrower hereundertime. If any amount shall be paid to a Borrower Guarantor on account of any such subrogation rights or other rights, any such other remedy, or any Security at any time when all of the Debt Obligations and all other obligations hereunder and under the other Loan Documents expenses guaranteed pursuant hereto shall not have been irrevocably 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 by such Borrower in trust for the Administrative Agent and the Lendersbenefit of Agent, shall be segregated from the other funds of such Borrower Guarantor and shall, shall forthwith upon receipt by such Borrower, be turned paid over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be held by Agent as collateral for, or then or at any time thereafter applied against in whole or in part by Agent against, all or any portion of the Debt and other obligations hereunder and under the other Loan Documents sObligations, whether matured or unmatured, in such order as Agent shall elect. If Guarantor shall make payment to Agent of all or any portion of the Administrative Obligations and if all of the Obligations shall be indefeasibly paid in full in cash, 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 Lenders 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 Agent (which Agent may determinewithhold 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 Agent or any Lender Party, whose ownership has otherwise changed in the course of enforcement of the Loan Documents, or which Agent otherwise has released or wishes to release from its Obligations.