Common use of No Subrogation; Subordination Clause in Contracts

No Subrogation; Subordination. Notwithstanding any payment made by Holdings hereunder or the set-off or application of funds of Holdings by the Administrative Agent or any Secured Party, Holdings shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower or any Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by Holdings hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any contingent indemnity Obligations) are paid in full, no Letter of Credit shall be outstanding. If any amount shall be paid to Holdings on account of such subrogation rights at any time when all of the Obligations (other than any contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings in trust for the Administrative Agent and the Secured Parties, segregated from other funds of Holdings, and shall, forthwith upon receipt by Holdings, be turned over to the Administrative Agent in the exact form received by Holdings (duly indorsed by Holdings to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness of the Borrower or any Subsidiary Guarantor now or hereafter owing to Holdings by reason of any payment by Holdings under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any contingent indemnity Obligations). Holdings agrees that it will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Borrower or any Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings shall, prior to the indefeasible payment in full in cash of the Obligations (other than any contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings under the other provisions of its guarantee contained herein.

No Subrogation; Subordination. Notwithstanding any payment made by Holdings any Subsidiary Guarantor hereunder or the set-off or application of funds of Holdings such Subsidiary Guarantor by the Administrative Agent or any Secured Party, Holdings no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower Borrowers or any Subsidiary other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings any Subsidiary Guarantor be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other Guarantor in respect of payments made by Holdings such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any indemnity and other contingent indemnity Obligations) are paid in full, and no Letter of Credit shall be outstanding. If any amount shall be paid to Holdings any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations (other than any indemnity and other contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings such Subsidiary Guarantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of Holdingssuch Subsidiary Guarantor, and shall, forthwith upon receipt by Holdingssuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by Holdings such Subsidiary Guarantor (duly indorsed by Holdings such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness of the Borrower Borrowers or any Subsidiary Guarantor now or hereafter owing to Holdings any Subsidiary Guarantor by reason of any payment by Holdings such Subsidiary Guarantor under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any indemnity and other contingent indemnity Obligations). Holdings Each Subsidiary Guarantor agrees that it will not demand, sue xxx for or otherwise attempt to collect any such Indebtedness of the Borrower Borrowers or any such other Guarantor to such Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any indemnity and other contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings any Subsidiary Guarantor shall, prior to the indefeasible payment in full in cash of the Obligations (other than any indemnity and other contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings such Subsidiary Guarantor as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings such Subsidiary Guarantor under the other provisions of its guarantee contained herein.

No Subrogation; Subordination. Notwithstanding any payment made by Holdings hereunder or the set-off or application of funds of Holdings by the Administrative Agent or any Secured PartyEach Subsidiary Guarantor hereby agrees that, Holdings shall not be entitled to be subrogated to any until all of the rights of the Administrative Agent Guaranteed Obligations shall have been paid in full, it will not exercise or seek to exercise any Secured Party claim or right that it may have against the Borrower or any other Subsidiary Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Administrative Agent or rights of any Secured Party for the payment of the Obligations, nor shall Holdings be entitled to seek any contribution or reimbursement from Bank against the Borrower or any other Subsidiary Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Subsidiary Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments the Bank against the Borrower or any other Subsidiary Guarantor, or any benefit of, or any right to participate in, any security held by the Bank to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Subsidiary Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Subsidiary Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by Holdings hereunder, until all amounts owing junior in right of payment to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any contingent indemnity Guaranteed Obligations) are paid in full, no Letter of Credit shall be outstanding. If Each Subsidiary Guarantor further agrees that if any amount shall be paid to Holdings or any distribution received by any Subsidiary Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the repayment of the Obligations (other than any contingent indemnity Obligations) shall not have been paid Guaranteed Obligation in full, such amount or distribution shall be deemed to have been received and to be held by Holdings in trust for the Administrative Agent and benefit of the Secured Parties, segregated from other funds of HoldingsBank, and shall, shall forthwith upon receipt by Holdings, be turned over delivered to the Administrative Agent Bank in the exact form received by Holdings (duly indorsed by Holdings to with any necessary endorsements in the Administrative Agent, if requiredcase of written instruments), to be applied against the Guaranteed Obligations, whether matured or unmaturednot matured, in such order as is consistent accordance with the terms of the applicable Credit AgreementDocuments and without in any way discharging, limiting or otherwise affecting the liability of such Subsidiary Guarantor under any other provision of this Guaranty. The payment of any amounts due with respect to any Indebtedness of Additionally, in the event the Borrower or any Subsidiary Guarantor now of the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code or hereafter owing to Holdings by reason of any payment by Holdings under successor statute, the Bank shall be entitled, at its guarantee hereunder option, and is hereby subordinated authorized and appointed by each Subsidiary Guarantor, to file proofs of claim on behalf of each relevant Subsidiary Guarantor and vote the prior payment rights of each such Subsidiary Guarantor in full in cash any plan of the Obligations (other than any contingent indemnity Obligations). Holdings agrees that it will not reorganization, and to demand, sue for or otherwise attempt to xxx for, collect and receive every payment and distribution on any such Indebtedness indebtedness of the Borrower or such Subsidiary to any Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). Ifsuch proceeding, notwithstanding the foregoing sentence, Holdings shall, prior each Subsidiary Guarantor hereby assigning to the indefeasible payment in full in cash Bank all of the Obligations (other than any contingent indemnity Obligations), collect, enforce or receive any amounts its rights in respect of any such Indebtednessclaim, such amounts shall be collected, enforced including the right to receive payments and received by Holdings as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting distributions in any manner the liability of Holdings under the other provisions of its guarantee contained hereinrespect thereof.

No Subrogation; Subordination. Notwithstanding any payment made by Holdings hereunder or the set-off or application of funds of Holdings by the Administrative Agent or any Secured Party, Holdings shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower Borrowers or any Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other Guarantor in respect of payments made by Holdings hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any indemnity and other contingent indemnity Obligations) are paid in full, and no Letter of Credit shall be outstanding. If any amount shall be paid to Holdings on account of such subrogation rights at any time when all of the Obligations (other than any indemnity and other contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings in trust for the Administrative Agent and the Secured Parties, segregated from other funds of Holdings, and shall, forthwith upon receipt by Holdings, be turned over to the Administrative Agent in the exact form received by Holdings (duly indorsed by Holdings to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness of the Borrower Borrowers or any Subsidiary Guarantor now or hereafter owing to Holdings by reason of any payment by Holdings under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any indemnity and other contingent indemnity Obligations). Holdings agrees that it will not demand, sue xxx for or otherwise attempt to collect any such Indebtedness of the Borrower Borrowers or any Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any indemnity and other contingent indemnity Obligations). If, notwithstanding the foregoing sentence, . Holdings shall, prior to the indefeasible payment in full in cash of the Obligations (other than any indemnity and other contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings under the other provisions of its guarantee contained herein.

No Subrogation; Subordination. Notwithstanding any payment made by Holdings any Subsidiary Guarantor hereunder or the set-off or application of funds of Holdings such Subsidiary Guarantor by the Administrative Agent or any Secured Party, Holdings no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower or any Subsidiary other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings any Subsidiary Guarantor be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by Holdings such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any contingent indemnity Obligations) are paid in full, no Letter of Credit shall be outstanding. If any amount shall be paid to Holdings any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations (other than any contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings such Subsidiary Guarantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of Holdingssuch Subsidiary Guarantor, and shall, forthwith upon receipt by Holdingssuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by Holdings such Subsidiary Guarantor (duly indorsed by Holdings such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness of the Borrower or any Subsidiary Guarantor now or hereafter owing to Holdings any Subsidiary Guarantor by reason of any payment by Holdings such Subsidiary Guarantor under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any contingent indemnity Obligations). Holdings Each Subsidiary Guarantor agrees that it will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Borrower or any such other Guarantor to such Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings any Subsidiary Guarantor shall, prior to the indefeasible payment in full in cash of the Obligations (other than any contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings such Subsidiary Guarantor as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings such Subsidiary Guarantor under the other provisions of its guarantee contained herein.

No Subrogation; Subordination. Notwithstanding Each Guarantor hereby agrees that it will not exercise or seek to exercise, any payment made by Holdings hereunder or the set-off or application of funds of Holdings by the Administrative Agent or any Secured Party, Holdings shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower or any Subsidiary Guarantor or any collateral security or guarantee claim or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings be entitled to seek any contribution or reimbursement from the that it may have against Borrower or any other Guarantor at any time as a result of any payment made under or in respect connection with this Guaranty or the performance or enforcement hereof, including any right of payments made by Holdings hereunder, until all amounts owing subrogation to the Administrative Agent and the Secured Parties rights of any of Lender against Borrower or any other Guarantor, any right of indemnity, contribution or reimbursement against Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of Lender against Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by the Loan Parties on account Lender to secure payment of the Obligations Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including the Bankruptcy Code), common law or otherwise until the satisfaction of the Termination Requirement. Each Guarantor further agrees that all indebtedness and other than obligations, whether now or hereafter existing, of Borrower, any contingent indemnity other subsidiary of Borrower or any other Guarantor to such Guarantor, including any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany debt or receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Obligations) are paid in full, no Letter of Credit shall be outstanding. If Each Guarantor further agrees that if any amount shall be paid to Holdings or any distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction of the Obligations (other than any contingent indemnity Obligations) shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by Holdings in trust for the Administrative Agent and the Secured Parties, segregated from other funds benefit of HoldingsLender, and shall, shall forthwith upon receipt by Holdings, be turned over delivered to the Administrative Agent Lender in the exact form received by Holdings (duly indorsed by Holdings to with any necessary endorsements in the Administrative Agent, if requiredcase of written instruments), to be applied against the Guaranteed Obligations, whether matured or unmaturednot matured, in such order as is consistent accordance with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness terms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event Borrower or any Subsidiary other Guarantor now or hereafter owing to Holdings by reason becomes a “debtor” within the meaning of any payment by Holdings under the Bankruptcy Code, Lender shall be entitled, at its guarantee hereunder option, as attorney-in-fact for each Guarantor, and is hereby subordinated authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor to the prior payment in full in cash of the Obligations extent such Guarantor has not done so more than five (other than any contingent indemnity Obligations). Holdings agrees that it will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Borrower or any Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings shall, 5) days prior to the indefeasible deadline for such filing, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of Borrower to any Guarantor in full in cash of the Obligations (other than any contingent indemnity Obligations)such proceeding, collect, enforce or each Guarantor hereby assigning to Lender its rights to receive any amounts payments and distributions in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings under the other provisions of its guarantee contained hereinthereof.

No Subrogation; Subordination. Notwithstanding any payment or payments made by Holdings hereunder Parent hereunder, or the any set-off or application of funds of Holdings Parent by the Administrative Agent or any Secured PartyLender, Holdings Parent shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party Lender against the Borrower or against any Subsidiary Guarantor Collateral or any collateral other security or guarantee or right of offset held by the Administrative Agent or any Secured Party Lender for the payment of the Obligations, nor shall Holdings Parent seek or be entitled to seek any contribution or reimbursement from any of the Borrower or any other Guarantor in respect of payments made by Holdings Parent hereunder, until all amounts owing to the Administrative Agent and the Secured Parties Lenders by the Loan Parties Borrower on account of the Obligations (other than any contingent indemnity Obligations) are paid in fullfull in cash, no Letter all Letters of Credit shall be outstandinghave expired or terminated and the Commitments have been terminated. If any amount shall be paid to Holdings Parent on account of such subrogation rights at any time when all of the Obligations (other than any contingent indemnity Obligations) shall not have been paid in fullfull in cash, all Letters of Credit have expired or terminated and the Commitments have been terminated, such amount shall be held by Holdings Parent in trust for the Administrative Agent and the Secured PartiesLenders, segregated from other funds of HoldingsParent, and shall, forthwith upon receipt by HoldingsParent, be turned over to the Administrative Agent in the exact form received by Holdings Parent (duly indorsed endorsed by Holdings Parent to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit AgreementAdministrative Agent may determine. The payment of any amounts due with respect to any Indebtedness Any indebtedness (other than the Obligations) of the Borrower or any Subsidiary Guarantor other guarantor of the Obligations now or hereafter owing to Holdings held by reason Parent is subordinated in right of any payment by Holdings under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any contingent indemnity Obligations). Holdings agrees that it will not demand, sue for or otherwise attempt to collect and any such Indebtedness indebtedness of the Borrower or any Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings shall, prior to the indefeasible payment in full in cash guarantor of the Obligations (other than any contingent indemnity Obligations)to Parent collected or received by Parent after a Default or an Event of Default has occurred and is continuing, collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received held by Holdings as trustee Parent in trust for the Secured Parties Administrative Agent and the Lenders, segregated from other funds of Parent, and shall, forthwith upon receipt by Parent, be paid turned over to the Administrative Agent on account in the exact form received by Parent (duly endorsed by Parent to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Section 11.3 shall survive the termination of this Agreement and the payment in full of the Obligations without affecting in any manner Obligations, the liability termination or expiration of Holdings under all Letters of Credit and the other provisions termination of its guarantee contained hereinthe Commitments.

No Subrogation; Subordination. Notwithstanding any payment made by Holdings hereunder or the set-off or application of funds of Holdings by the Administrative Agent or any Secured Party, Holdings shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower Borrowers or any Subsidiary Table of Contents Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other Guarantor in respect of payments made by Holdings hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any indemnity and other contingent indemnity Obligations) are paid in full, and no Letter of Credit shall be outstanding. If any amount shall be paid to Holdings on account of such subrogation rights at any time when all of the Obligations (other than any indemnity and other contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings in trust for the Administrative Agent and the Secured Parties, segregated from other funds of Holdings, and shall, forthwith upon receipt by Holdings, be turned over to the Administrative Agent in the exact form received by Holdings (duly indorsed by Holdings to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness of the Borrower Borrowers or any Subsidiary Guarantor now or hereafter owing to Holdings by reason of any payment by Holdings under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any indemnity and other contingent indemnity Obligations). Holdings agrees that it will not demand, sue xxx for or otherwise attempt to collect any such Indebtedness of the Borrower Borrowers or any Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any indemnity and other contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings shall, prior to the indefeasible payment in full in cash of the Obligations (other than any indemnity and other contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings under the other provisions of its guarantee contained herein.

No Subrogation; Subordination. Notwithstanding any payment made by Holdings any Subsidiary Guarantor hereunder or the set-off or application of funds of Holdings such Subsidiary Guarantor by the Administrative Agent or any Secured Party, Holdings no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower or any Subsidiary other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings any Subsidiary Guarator be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by Holdings such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any contingent indemnity Obligations) are paid in full, no Letter of Credit shall be outstanding. If any amount shall be paid to Holdings any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations (other than any contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings such Subsidiary Guarantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of Holdingssuch Subsidiary Guarantor, and shall, forthwith upon receipt by Holdingssuch Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by Holdings such Subsidiary Guarantor (duly indorsed by Holdings such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness of the Borrower or any Subsidiary Guarantor now or hereafter owing to Holdings any Subsidiary Guarantor by reason of any payment by Holdings such Subsidiary Guarantor under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any contingent indemnity Obligations). Holdings Each Subsidiary Guarantor agrees that it will not demand, sue xxx for or otherwise attempt to collect any such Indebtedness of the Borrower or any such other Guarantor to such Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings any Subsidiary Guarantor shall, prior to the indefeasible payment in full in cash of the Obligations (other than any contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings such Subsidiary Guarantor as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings such Subsidiary Guarantor under the other provisions of its guarantee contained herein.

No Subrogation; Subordination. Notwithstanding any payment or payments made by Holdings Guarantor hereunder or the set-off any setoff or application of funds of Holdings Guarantor by the Administrative Agent or any Secured Guaranteed Party, Holdings Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent any Guaranteed Party, as applicable, against Lessor, Lessee, or any Secured Party against the Borrower or any Subsidiary Guarantor other Person or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Guaranteed Party for the payment of the Guaranteed Obligations, nor shall Holdings Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Lessor, Lessee, or any other Guarantor Person in respect of payments made by Holdings Guarantor hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Guaranteed Obligations (other than any contingent indemnity Obligations) are paid in fullfull and such payments cannot be treated as a preferential transfer under the Bankruptcy Code in the event a petition is filed by or against Lessee, no Letter of Credit shall be outstandingas debtor, under the Bankruptcy Code. If any amount shall be paid to Holdings Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations (other than any contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings Guarantor in trust for the Administrative Agent and the Secured Guaranteed Parties, segregated from other funds of HoldingsGuarantor, and shall, forthwith upon receipt by HoldingsGuarantor, be turned over to the Administrative Agent in the exact form received by Holdings Guarantor (duly indorsed by Holdings Guarantor to the Administrative Agent, if required), to be applied and credited against the Guaranteed Obligations, whether matured or unmatured, in such order as is consistent accordance with the Credit Agreementterms of the SanDisk Tranche Operative Documents. The If (a) Guarantor shall make payment to any Guaranteed Party of all or any part of the Guaranteed Obligations and (b) all the Guaranteed Obligations shall be paid in full, the Guaranteed Parties will, at Guarantor's request and expense, execute and deliver to Guarantor appropriate documents (without recourse as set forth in Section 14.14 of the Participation Agreement in the case of Lessor), necessary to evidence the transfer by subrogation to Guarantor of an interest in the Guaranteed Obligations resulting from such payment by Guarantor. Notwithstanding the foregoing, to the extent that the Guaranteed Parties, as a whole, receive any payments from Guarantor, Lessee, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time in reduction of or in payment of the Guaranteed Obligations and such payments exceed the amount then due for the Guaranteed Obligations, Guarantor shall be promptly reimbursed such excess payments received by the Guaranteed Parties pro rata, with the other guarantors contributing to such excess payment, and before any amounts due with Guaranteed Party reimburses Lessee or any other Person for its contribution resulting in a payment in excess of the Guaranteed Obligations. Notwithstanding the provisions of Section 11.07 of the Operating Agreement, in the event of a dissolution and liquidation of Lessee, Guarantor agrees that it shall not demand, collect, xxx for or otherwise receive payment in respect to of any Indebtedness of the Borrower owed by Lessee to Guarantor (or any Subsidiary of Guarantor now or hereafter owing to Holdings whom the Membership Interest in Lessee may have been transferred by reason of any payment by Holdings under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any contingent indemnity Obligations). Holdings agrees that it will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Borrower Guarantor or any Subsidiary Guarantor to Holdings further transferee of such Subsidiary) until the Guaranteed Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). If, notwithstanding accordance with the foregoing sentence, Holdings shall, prior to the indefeasible payment in full in cash of the Obligations (other than any contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of Holdings under the other provisions of its guarantee contained hereinterms hereof.