Common use of No Subrogation Clause in Contracts

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

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

No Subrogation. Notwithstanding any payment made or payments by any Guarantor hereunder the U.S. Borrower hereunder, or any set-off setoff or application of funds of any Guarantor the U.S. Borrower by the Administrative Agent or any other Secured Party, no Guarantor or the receipt of any amounts by the Administrative Agent or any other Secured Party with respect to any of the Bowater Guaranteed Obligations, the U.S. Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrower, the other Subsidiary Guarantors or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, Bowater Guaranteed Obligations nor shall any Guarantor seek or be entitled to the U.S. Borrower seek any contribution or reimbursement from the Borrower Borrower, any of the other Subsidiary Guarantors or any of the other Guarantor guarantors in respect of payments made by such Guarantor hereunderthe U.S. Borrower in connection with the Bowater Guaranteed Obligations, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Bowater Guaranteed Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor the U.S. Borrower on account of such subrogation rights at any time when all of the Borrower Bowater Guaranteed Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effecthave not been terminated, such amount shall be held by such Guarantor the U.S. Borrower in trust for the Administrative Agent and the other Secured PartiesAgent, segregated from other funds of such Guarantorthe U.S. Borrower, and shall, forthwith upon receipt by such Guarantorthe U.S. Borrower, be turned over to the Administrative Agent in the exact form received by such Guarantor the U.S. Borrower (duly indorsed endorsed by such Guarantor the U.S. Borrower to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Bowater Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineset forth in this Agreement.

No Subrogation. Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Guarantor hereunder rights that it may now have or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party hereafter acquire against the Borrower or any other Guarantor insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or any collateral security document or guarantee instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitation, any right of offset held by subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or the Lenders against the Borrower or any other Secured Party for insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment of the Borrower Obligations, nor shall any Guarantor seek right to take or be entitled to seek any contribution or reimbursement receive from the Borrower or any other Guarantor insider guarantor, directly or indirectly, in respect of payments made cash or other property or by such Guarantor hereunderset-off or in any other manner, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower payment or security on account of the Borrower Obligations are paid in full in cash and the Commitments are terminatedsuch claim, remedy or right. If any amount shall be paid to any Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all of prior to the Borrower Obligations shall not have been paid indefeasible payment in full in cash or any of the Commitments shall remain in effectBorrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held by such Guarantor in trust for the Administrative Agent and benefit of the other Secured PartiesLenders, shall be segregated from other property and funds of such Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Guarantor, be turned over paid or delivered to the Administrative Agent in the exact same form as so received by such Guarantor (duly indorsed by such Guarantor with any necessary endorsement or assignment) to be credited and applied to the Administrative Agent, if required), to be held as collateral security for Borrower’s Liabilities and all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligationsother amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Agreement, or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty has occurred, except in the case of a Reinstatement Event (as defined below), the Agent and the Lenders will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Borrower’s Liabilities resulting from such order as payment made by the Administrative Agent may determineGuarantor pursuant to this Guaranty.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder or any set-off or application of funds of any the Guarantor by the Administrative Agent or any other Secured Party, no the Guarantor shall not be entitled to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, or otherwise) of the Administrative Agent Trustees or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Trustees or any other Secured Party for the payment of the Borrower Secured Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Person in respect of payments made by such the Guarantor hereunder, until all amounts payment obligations owing to the Administrative Agent Trustees and the other Secured Parties by the Borrower on account of the Borrower Secured Obligations are paid and performed in full in cash and the all Secured Obligation Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Secured Obligations shall not have been paid and performed in full in cash or any of the Secured Obligation Commitments shall remain in effectnot have been terminated, such amount shall be held by such the Guarantor in trust for the Administrative Agent Trustees and the other Secured Parties, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Administrative Agent Corporate Trustee in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative AgentCorporate Trustee, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Secured Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineTrust Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Borrowers on account of the Borrower Obligations (other than any contingent indemnification obligations not then due) are paid in full full, no Letter of Credit shall be outstanding (except to the extent that the Letters of Credit have been Cash Collateralized or otherwise supported, in cash each case, on terms satisfactory to the Administrative Agent), and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than any contingent indemnification obligations not then due) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative any Co-Collateral Agent or any other Secured Credit Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative any Co-Collateral Agent or any other Secured Credit Party against the any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Co-Collateral Agents or any other Secured Credit Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution contribution, reimbursement or reimbursement indemnification from the any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, and notwithstanding the foregoing, in the event that any Guarantor possesses any such rights of subrogation, contribution, reimbursement or indemnification, all such rights shall in all respects be subordinated and junior in right of payment, until all amounts owing to the Administrative Agent Co-Collateral Agents and the other Secured Credit Parties by each of the Borrower Borrowers on account of the its Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full full, no Letter of Credit shall be outstanding (unless the same has been cash collateralized in cash an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnification rights at any time when all any of the Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent Co-Collateral Agents and the other Secured Credit Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over transferred to the Administrative Agent Agent’s Account (or as the Co-Collateral Agents may otherwise direct) in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Lender Party, no Guarantor shall be entitled seek to be subrogated to enforce any right of subrogation in respect of any of the rights of the Administrative Agent or any other Secured Lender Party against the Borrower or any other Guarantor Loan Party or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Lender Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Loan Party in respect of payments made by such Guarantor hereunderunder this Article X, until all amounts owing to the Administrative Agent and the other Secured Lender Parties by the Borrower Loan Parties on account of the Borrower Obligations are paid in full in cash full, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Lender Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing agreement by the Guarantor shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment or payments made by any each of the Parent Guarantor hereunder or any set-off or application Guarantors hereunder, none of funds of any Guarantor by the Administrative Agent or any other Secured PartyGuarantors, no Guarantor including the Parent Guarantor, shall be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any other Secured Party Holder against the Borrower Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Trustee or any other Secured Party Holder for the payment of the Borrower Guaranteed Obligations, nor shall any Parent Guarantor or Guarantors seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Parent Guarantor or Guarantors in respect of payments made by such Parent Guarantor or Guarantors hereunder, until all amounts owing to the Administrative Agent Trustee and the other Secured Parties Holders by the Borrower Company on account of the Borrower Guaranteed Obligations are paid in full in cash and the Commitments are terminatedfull. If any amount shall be paid to any Parent Guarantor and the other Guarantors on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Parent Guarantor or Guarantor in trust for the Administrative Agent Trustee and the other Secured PartiesHolders, segregated from other funds of such Guarantor or Parent Guarantor, and shall, forthwith upon receipt by such Parent Guarantor or Guarantor, be turned over to the Administrative Agent Trustee in the exact form received by such Parent Guarantor or Guarantor (duly indorsed endorsed by such Parent Guarantor or Guarantor to the Administrative AgentTrustee, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations (other than contingent indemnification and expense reimbursement obligations) are paid in full in cash and the all Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than contingent indemnification and expense reimbursement obligations) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any set-off or appropriation and application of funds of any Guarantor of the Guarantors by the Administrative Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor or other Guarantor guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Administrative Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations under the Credit Documents are paid in full in cash and full, the Commitments are terminatedterminated and no Letters of Credit shall be outstanding or the Letters of Credit outstanding shall have been Cash Collateralized. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are shall have been paid in full (other than contingent or indemnification obligations not then asserted or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in cash respect thereof) shall be outstanding and the Commitments are shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the such Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the Company hereunder, or any set-off or application of funds of any Guarantor the Company by the Administrative Agent or any other Secured PartyLender, no Guarantor the Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrowers or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor the Company seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Borrowers in respect of payments made by such Guarantor the Company hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Borrowers on account of the Borrower Obligations (other than contingent indemnification obligations in respect of which no claim has been made, Hedging Obligations and Obligations in respect of Cash Management Agreements) are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor the Company on account of such subrogation rights at any time when all of the Borrower Obligations (other than contingent indemnification obligations in respect of which no claim has been made, Hedging Obligations and Obligations in respect of Cash Management Agreements) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor the Company in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantorthe Company, and shall, forthwith upon receipt by such Guarantorthe Company, be turned over to the Administrative Agent in the exact form received by such Guarantor the Company (duly indorsed endorsed by such Guarantor the Company to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this paragraph shall survive the termination of this Agreement and the payment in full of the Obligations (other than contingent indemnification obligations in respect of which no claim has been made, Hedging Obligations and Obligations in respect of Cash Management Agreements) and the termination of the Commitments.

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Credit Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Credit Party against the any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Credit Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution contribution, reimbursement or reimbursement indemnification from the any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, and notwithstanding the foregoing, in the event that any Guarantor possesses any such rights of subrogation, contribution, reimbursement or indemnification, all such rights shall in all respects be subordinated and junior in right of payment, until all amounts owing to the Administrative Agent and the other Secured Credit Parties by each of the Borrower Borrowers on account of the Borrower its Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full in cash and the Commitments are terminatedfull. If any amount shall be paid to any Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnification rights at any time when all any of the Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Credit Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to transferred as the Administrative Agent directs in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application Until all amounts owing to a Class of funds Credit Parties on account of any Guarantor by the Administrative Agent or any other Secured PartyBorrower Obligations owing to such Class are paid in full, no Guarantor shall be entitled to be subrogated exercise any rights of subrogation to any of the rights of the Administrative Subordinated Guarantee Agent or any other Secured Party such Class of Credit Parties against the applicable Borrower or any other Guarantor which has guaranteed such Borrower Obligations or against any collateral security or guarantee or right of offset held by the Administrative Subordinated Guarantee Agent or any other Secured Party such Class of Credit Parties for the payment of the such Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the such Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties notwithstanding any payment made by such Guarantor hereunder or any set-off or application of funds of such Guarantor by the Borrower on account Subordinated Guarantee Agent or any such Class of the Borrower Obligations are paid in full in cash and the Commitments are terminatedCredit Parties. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the applicable Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Subordinated Guarantee Agent and the other Secured Partiesapplicable Credit Parties to which such Borrower Obligations are owed, and upon written request by the Subordinated Guarantee Agent segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Subordinated Guarantee Agent for the benefit of the applicable Credit Parties in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Subordinated Guarantee Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the applicable Borrower Obligations, whether matured or unmatured, in such order accordance with Section 6.2(b), (c), (d) or (e), as the Administrative Agent may determineapplicable.

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

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

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

No Subrogation. Notwithstanding any payment made by any the Guarantor hereunder or any set-off or application of funds of any the Guarantor by the Administrative Loan Agent or any other Secured PartyLender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Loan Agent or any other Secured Party Lender against the either Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Administrative Loan Agent, the Collateral Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the either Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor guarantor hereunder, until all amounts owing to the Administrative Loan Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations (other than contingent obligations contained in any Loan Document that survive the termination thereof) are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than contingent obligations contained in any Loan Document that survive the termination thereof) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such the Guarantor in trust for the Administrative Loan Agent and the other Secured PartiesLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Administrative Loan Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Loan Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Loan Agent may determine.

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

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

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

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

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

No Subrogation. Notwithstanding any payment made or payments by any Guarantor hereunder of the Guarantors hereunder, or any set-off or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any other Secured PartyLender, no Guarantor or the receipt of any amounts by the Administrative Agent or any Lender with respect to any of the Guaranteed Obligations, none of the Guarantors shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any the other Guarantor Guarantors or against any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, Guaranteed Obligations nor shall any Guarantor seek or be entitled to of the Guarantors seek any contribution or reimbursement from the Borrower or any of the other Guarantor Guarantors in respect of payments made by such Guarantor hereunderin connection with the Guaranteed Obligations, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Lenders on account of the Borrower Guaranteed Obligations are paid in full in cash and the Revolving Credit Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesAgent, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineCredit Agreement.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations (other than contingent indemnification obligations not then due and payable) are paid in full in cash and the Commitments are shall have terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset set-off held by the Administrative Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments Initial Term Loan Commitment and Subsequent Term Loan Commitment are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent Collateral Agent, at the direction of the Majority Lenders, may determine.

No Subrogation. Notwithstanding any payment or payments made by any a Subsidiary Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Partyhereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lenders for the payment of amounts owed by the Borrower and the Subsidiary Guarantors in respect of the Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, in each case until all amounts owing to the Administrative Agent and the Guaranteed Obligations (other Secured Parties by the Borrower on account of the Borrower Obligations than Unmatured Surviving Obligations) are paid in full in cash and the Commitments are terminatedfull. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such the Subsidiary Guarantor for and on behalf of, and to the extent possible under applicable law in trust for for, the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, the Subsidiary Guarantor and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Administrative Agent, if required), to be held as collateral security for all applied against the Guaranteed Obligations. “Unmatured Surviving Obligations” of any Subsidiary Guarantor means any Guaranteed Obligations that by their terms survive the termination of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Loan Documents but are not, as of the date of payment of all other Guaranteed Obligations, whether matured or unmatureddue and payable and for which no outstanding claim has been made. Notwithstanding anything to the contrary herein, in such order as the Administrative Agent may determinepayments of principal and interest are not Unmatured Surviving Obligations.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyNoteholder, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Noteholder against the Borrower Issuer or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any other Secured Party Noteholder for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Noteholder by the Borrower Issuer on account of the Borrower Obligations are paid in full in cash and the Commitments are Note has been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesNoteholder, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent Noteholder in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative AgentNoteholder, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent Noteholder may determine. Each Guarantor hereby agrees that any intercompany debt (including any Intercompany Notes) and any amounts paid hereunder by such Guarantor shall be fully subordinated to the indefeasible payments in full in cash of the Obligations owing to the Lender.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower ObligationsGuaranteed Indebtedness, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts no amount owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash Guaranteed Indebtedness remains outstanding (other than contingent indemnification obligations not yet due and payable) and the Commitments are have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations Guaranteed Indebtedness shall not have been paid in full in cash or any of the Commitments under the Credit Agreement shall remain in effect, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligationsthe Guaranteed Indebtedness, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made or payments by any Guarantor hereunder of the Guarantors hereunder, or any set-off or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any other Secured PartyLender, no Guarantor or the receipt of any amounts by the Administrative Agent or any Lender with respect to any of the Guaranteed Obligations, none of the Guarantors shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or the other Guarantors or any other Guarantor guarantor or against any collateral security or guarantee or right of offset (including, without limitation, the Collateral) held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, Guaranteed Obligations nor shall any Guarantor seek or be entitled to of the Guarantors seek any contribution or reimbursement from the Borrower or any of the other Guarantor Guarantors in respect of payments made by such Guarantor hereunderin connection with the Guaranteed Obligations, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Lenders on account of the Borrower Guaranteed Obligations are paid in full in cash and the Commitments are Aggregate Commitment is terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineLoan Agreement.

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor the Guarantors hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower any Loan Party or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower any Loan Party or any other Guarantor guarantor in respect of payments made by such any Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Loan Parties on account of the Borrower Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any Letter of the Commitments shall remain in effectCredit remains outstanding (other than any Letter of Credit which has been fully Cash Collateralized), such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantorthe Guarantors unless on deposit in a Controlled Account, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact like form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent and the Secured Parties may determine.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor the Guarantors hereunder or any set-off or application of funds of the Guarantors by any Guarantor by Lender, the Administrative Guarantors shall not be entitled to exercise or enforce any subrogation rights of the Investors, Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor Person or any collateral security or guarantee or right of offset held by the Administrative Investors, Agent or any other Secured Party Lender for the payment of the Borrower Guaranteed Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Person in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Administrative Investors, Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Guaranteed Obligations and all amounts owing hereunder are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor the Guarantors on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations and all amounts owing hereunder shall not have been paid in full in cash or any of the Commitments shall remain in effectnot have been terminated, such amount shall be held by such Guarantor the Guarantors in trust for the Administrative Investors, Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantorthe Guarantors, and shall, forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Administrative Agent in the exact form received by such Guarantor the Guarantors (duly indorsed by such Guarantor the Guarantors to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any such Guarantor by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or Borrower, any Guarantor, any other Guarantor Obligated Party, or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower ObligationsLender Indebtedness, nor and no Guarantor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrower, any Guarantor or any other Guarantor Obligated Party in respect of payments made by such any Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Lenders on account of the Borrower Obligations Lender Indebtedness are paid in full in cash full, no Letters of Credit remain outstanding and the Revolving Credit Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations Lender Indebtedness shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligationsthe Lender Indebtedness, whether matured or unmatured, in such order as the Administrative Agent may determinedetermine in its sole discretion.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent, the Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are shall have been paid in full (other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Bank or purchasing Lender, as applicable, in cash respect thereof) shall be outstanding and the Commitments are shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the such Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent, the Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are shall have been paid in full (other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in cash respect thereof) shall be outstanding and the Commitments are shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the such Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments are terminatedfull. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the Borrower hereunder, or any set-off or application of funds of any Guarantor the Borrower by the Administrative Agent or any other Secured PartyLender, no Guarantor the Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the any Subsidiary Borrower or any other Guarantor or against any collateral security or guarantee Guaranty or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Subsidiary Borrower Obligations, nor shall any Guarantor the Borrower seek or be entitled to seek any contribution or reimbursement from the any Subsidiary Borrower or any other Guarantor in respect of payments made by such Guarantor the Borrower hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the any Subsidiary Borrower on account of the Subsidiary Borrower Obligations are paid in full in cash full, all Letters of Credit are cancelled, expired or Cash Collateralized, and the Revolving Commitments are terminated. If any amount shall be paid to any Guarantor the Borrower on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor the Borrower in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantorthe Borrower, and shall, forthwith upon receipt by such Guarantorthe Borrower, be turned over to the Administrative Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the Pledgor hereunder, or any set-off setoff or application of funds of the Pledgor by the Administrative Agent or Lender, or the receipt of any Guarantor amounts by the Administrative Agent or any other Secured PartyLender with respect to any of the Collateral, no Guarantor the Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunderthe Pledgor in connection with the Collateral, or amounts realized by the Administrative Agent or any Lender in connection with the Collateral, until all amounts owing to the Administrative Agent Agents and the other Secured Parties by the Borrower Lenders on account of the Borrower Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor the Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor the Pledgor in trust for the Administrative Agent and the other Secured PartiesAgent, segregated from other funds of such Guarantorthe Pledgor, and shall, forthwith upon receipt by such Guarantorthe Pledgor, be turned over to the Administrative Agent in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made or payments by any Guarantor hereunder of the Guarantors hereunder, or any set-off setoff or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any other Secured Party, no Guarantor or the receipt of any amounts by the Administrative Agent or any other Secured Party with respect to any of the Guaranteed Obligations, none of the Guarantors shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any the other Guarantor Guarantors or against any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, Guaranteed Obligations nor shall any Guarantor seek or be entitled to of the Guarantors seek any reimbursement or contribution or reimbursement from the Borrower or any of the other Guarantor Guarantors in respect of payments made by such Guarantor hereunderin connection with the Guaranteed Obligations, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Guaranteed Obligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the Issuing Lender have been made) are indefeasibly paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation reimbursement or contribution rights at any time when all of the Borrower such Guaranteed Obligations shall not have been indefeasibly paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesAgent, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor Grantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunderhereunder or under the Sillerman Guarantee, until all amounts owing to the Administrative Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Guaranteed Obligations are shall have been indefeasibly paid in full in cash and the Commitments are terminated(other than contingent or indemnification obligations not then asserted or due). If any amount shall be paid to any Guarantor Grantor on account of such subrogation rights at any time when all of the Borrower such Guaranteed Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor Grantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such GuarantorGrantor, and shall, forthwith upon receipt by such GuarantorGrantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor Grantor (duly indorsed by such Guarantor Grantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine. Notwithstanding anything to the contrary contained in this Agreement, if all or any portion of the Guaranteed Obligations have been satisfied in connection with an exercise of remedies in respect of the Equity Interests of any Loan Party (“Foreclosed Loan Party”), no Loan Party may, at any time, exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to such Foreclosed Loan Party and/or any property or asset thereof, whether pursuant to this Agreement or otherwise, including after indefeasible payment in full in cash of the Guaranteed Obligations.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Guaranteed Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations then due shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such the order as specified in the Administrative Agent may determineCollateral Sharing Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrower, any other Loan Party with Primary Obligations or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Primary Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrower, any other Loan Party with Primary Obligations or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Loan Parties on account of the Borrower Primary Obligations (other than obligations under or in respect of Specified Swap Agreements and Specified Cash Management Agreements and contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) are paid in full in cash full, no Letter of Credit shall be outstanding (unless such Letter of Credit is Collateralized) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Primary Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Primary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the Pledgors hereunder, or any set-off setoff or application of funds of the Pledgors by the Administrative Agent, or the receipt of any Guarantor amounts by the Administrative Agent or with respect to any other Secured Partyof the Collateral, no Guarantor the Pledgors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any guarantor or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to the Pledgors seek any contribution or reimbursement from the Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunderthe Pledgors in connection with the Collateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Lenders on account of the Borrower Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor the Pledgors on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor the Pledgors in trust for the Administrative Agent and the other Secured PartiesAgent, segregated from other funds of such Guarantorthe Pledgors, and shall, forthwith upon receipt by such Guarantorthe Pledgors, be turned over to the Administrative Agent in the exact form received by such Guarantor the Pledgors (duly indorsed by such Guarantor to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding The Guarantor hereby agrees that, until satisfaction of the Termination Requirement, it will not exercise any claim or right that it may have against NYSE or any other Guarantor at any time as a result of any payment made by the Guarantor under or pursuant to this Guaranty or the performance or enforcement hereof, including any Guarantor hereunder or any set-off or application right of funds subrogation to the rights of any Guarantor by of the Administrative Agent Guaranteed Parties against NYSE or any other Secured PartyGuarantor, no Guarantor shall be entitled to be subrogated to any right of the rights of the Administrative Agent indemnity, contribution or reimbursement against NYSE or any other Secured Guarantor, any right to enforce any remedies of any Guaranteed Party against the Borrower NYSE or any other Guarantor Guarantor, or any collateral benefit of, or any right to participate in, any security or guarantee or right of offset held by the Administrative Agent or any other Secured Guaranteed Party for the to secure payment of the Borrower Guaranteed Obligations, nor shall in each case whether such claims or rights arise by contract, statute (including without limitation any applicable Insolvency Laws), common law or otherwise. The Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments are terminated. If further agrees that if any amount shall be paid to or any distribution received by the Guarantor on account of any such subrogation rights of subrogation, indemnity, contribution or reimbursement at any time when all prior to the satisfaction of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectTermination Requirement, such amount or distribution shall be deemed to have been received and to be held by such Guarantor in trust for the Administrative Agent and benefit of the other Secured Guaranteed Parties, segregated from other funds of such Guarantor, and shall, shall forthwith upon receipt by such Guarantor, be turned over delivered to the Administrative Agent Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to with any necessary endorsements in the Administrative Agent, if requiredcase of written instruments), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmaturednot matured, in such order as accordance with the Administrative Agent may determineterms of the applicable Note Documents and without in any way discharging, limiting or otherwise affecting the liability of the Guarantor under any other provision of this Guaranty.

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any set-off or appropriation and application of funds of any Guarantor of the Guarantors by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Credit Parties on account of the Borrower Obligations under the Credit Documents are paid in full in cash and full, the Commitments are terminatedterminated and no Letters of Credit shall be outstanding. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by any the CME Subsidiary Guarantor hereunder hereunder, or any set-off setoff or application of funds of any the CME Subsidiary Guarantor by any Lender, the Administrative Agent or any other Secured Party, no CME Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any the CME Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such the CME Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments Lenders’ commitments, if any, to make Loans under the Credit Agreement are terminated. If any amount shall be paid to any the CME Subsidiary Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such the CME Subsidiary Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such the CME Subsidiary Guarantor, and shall, forthwith upon receipt by such the CME Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by such the CME Subsidiary Guarantor (duly indorsed by such the CME Subsidiary Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Shared Collateral Agent or any other Shared Collateral Secured Party, no Guarantor shall be entitled to be subrogated exercise any rights of subrogation to any of the rights of the Administrative Shared Collateral Agent or any other Shared Collateral Secured Party against the any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Shared Collateral Agent or any other Shared Collateral Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Shared Collateral Agent and the other Shared Collateral Secured Parties by the any Borrower on account of the Borrower Obligations are paid in full in cash and the any Incremental Revolving Commitments are shall be terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Shared Collateral Agent and the other Shared Collateral Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Shared Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Shared Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineIntercreditor Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations (other than contingent indemnification and expense reimbursement obligations) are paid in full full, no Letter of Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized in cash accordance with the terms of the Credit Agreement) and the Revolving Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than contingent indemnification and expense reimbursement obligations) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyGuaranteed Creditor, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Guaranteed Creditor against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Guaranteed Creditor for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Guaranteed Creditors on account of the Borrower Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) or any of the Aggregate Commitments shall remain are in effect, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such GuarantorGuaranteed Creditors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyPurchaser, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Purchaser against the Borrower Company or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any other Secured Party Purchaser for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Purchaser by the Borrower Company on account of the Borrower Obligations are indefeasibly paid in full in cash and the Commitments are terminated(other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, whether oral or written has been made at such time). If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesPurchaser, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent Purchaser, in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative AgentPurchaser, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent Purchaser may determine. If (a) any Guarantor shall make payment to the Purchaser of all or any part of the Obligations, and (b) the Obligations shall have been paid in full (other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, whether oral or written has been made at such time), the Purchaser will, at such Guarantor’s request and expense, promptly execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Borrower, any other Loan Party or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Borrower ObligationsPrimary Obligations of the Loan Parties, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Borrower, any other Loan Party or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the other Secured Parties by the Borrower Loan Parties on account of the Borrower Primary Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Primary Obligations of the Loan Parties (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all applied against the Primary Obligations of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower ObligationsLoan Parties, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any set-off or appropriation and application of funds of any Guarantor of the Guarantors by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Credit Parties on account of the Borrower Obligations under the Credit Documents are paid in full in cash and full, the Commitments are terminatedterminated and no Letters of Credit shall be outstanding. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent, the Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are shall have been paid in full (other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in cash respect thereof) shall be outstanding and the Commitments are shall have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the such Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder Pledgor hereunder, or any set-off setoff or application of funds of any Guarantor Pledgor by the Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any other Secured Partyof the Collateral, no Guarantor Pledgor shall be entitled to be subrogated to any of the rights of the Administrative Agent against any guarantor or against any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to Pledgor seek any contribution or reimbursement from the Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunderany Pledgor in connection with the Collateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Administrative Agent Agent, the Lenders and the other Secured Parties by the Borrower Infogrames U.S. on account of the Borrower Obligations are paid in full in cash and the Commitments Credit Agreement and the Infogrames Bridge Loan Note are terminated. If any amount shall be paid to any Guarantor a Pledgor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor Pledgor in trust for the Administrative Agent and the other Secured PartiesInfogrames U.S., segregated from other funds of such GuarantorPledgor, and shall, forthwith upon receipt by such GuarantorPledgor, be turned over to the Administrative Agent in the exact form received by such Guarantor Pledgor (duly indorsed endorsed by such Guarantor to the Administrative AgentPledgor, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineaccordance with Paragraph 14 hereof.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full (other than obligations under Specified Hedge Agreements and Specified Cash Management Agreements and contingent obligations not then due and payable), no Letter of Credit shall be outstanding (unless such Letter of Credit has been cash collateralized on terms and conditions reasonably satisfactory to the applicable Issuing Lender or a backstop Letter of Credit reasonably acceptable to the applicable Issuing Lender is in cash place) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until Until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower Lenders on account of the Borrower Obligations are paid in full in cash and the Commitments are terminated, the Guarantor hereby waives any claims or other rights which it may now or hereafter acquire against any such Borrower that arise from the existence or performance of the Guarantor's obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, any right to participate in any claim or remedy of the Administrative Agent or the Lenders against any such Borrower or any Collateral which the Administrative Agent or the Lenders now have or may hereafter acquire, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including without limitation, the right to take or receive from any such Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the other Secured PartiesAgent, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineset forth herein.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the U.S. Borrower hereunder, or any set-off or application of funds of any Guarantor the U.S. Borrower by the Administrative Agent or any other Secured PartyLender, no Guarantor the U.S. Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor the U.S. Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Borrowers in respect of payments made by such Guarantor the U.S. Borrower hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor the U.S. Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor the U.S. Borrower in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantorthe U.S. Borrower, and shall, forthwith upon receipt by such Guarantorthe U.S. Borrower, be turned over to the Administrative Agent in the exact form received by such Guarantor the U.S. Borrower (duly indorsed by such Guarantor the U.S. Borrower to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this paragraph shall be effective until the date which is 370 days after the termination of this Agreement and the payment in full of the Obligations and the termination of the Commitments.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are irrevocably and indefeasibly paid in full in cash cash, no Letter of Credit shall be outstanding and all of the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably and indefeasibly paid in full in cash cash, any Letter of Credit shall be outstanding or any of the Commitments shall remain are in effect, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by any anything to the contrary in this Guarantee, the Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled hereby irrevocably waives all rights which may have arisen in connection with this Guarantee to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative Agent, the Co-Agent and the Lenders (or any other Secured Party of them) against the Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent, the Co-Agent and the Lenders (or any other Secured Party of them) for the payment of the Borrower Obligations. The Guarantor hereby further irrevocably waives all contractual, nor shall common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any Guarantor seek similar right) from or be entitled to seek any contribution or reimbursement from against the Borrower or any other Guarantor Person which may have arisen in respect of payments made by such Guarantor hereunder, until all amounts owing to connection with this Guarantee. So long as the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash remain outstanding and the Commitments are have not terminated. If , if any amount shall be paid by or on behalf of the Borrower to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain rights waived in effectthis paragraph, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the other Secured Partiestrust, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the Administrative Agent, if required), to be held as collateral security for all of applied by the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied Administrative Agent against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this paragraph shall be effective until the date which is 370 days after the termination of this Guarantee and the payment in full of the Obligations and the termination of the Commitments.

No Subrogation. Notwithstanding any payment made by the Borrower or any Guarantor hereunder or any set-off or application of funds of the Borrower or any Guarantor by the Administrative Agent or any other Secured Party, no neither the Borrower nor any Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations or the Guarantor Hedge Agreement Obligations, nor shall the Borrower or any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the Borrower or such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations and the Guarantor Hedge Agreement Obligations are paid in full in cash full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Borrower or any Guarantor on account of such subrogation rights at any time when all the Commitments shall not have terminated, any Letter of Credit shall be outstanding or any amounts owing in respect of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by the Borrower or such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of the Borrower or such Guarantor, and shall, forthwith upon receipt by the Borrower or such Guarantor, be turned over to the Administrative Agent in the exact form received by the Borrower or such Guarantor (duly indorsed by the Borrower or such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of applied against the Borrower Obligations (whether matured or unmatured) guaranteed by such the Guarantor and/or then or at any time thereafter may be applied against any Borrower Hedge Agreement Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any set-off or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations (other than contingent expense reimbursement and indemnification obligations) are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than contingent expense reimbursement and indemnification obligations) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Collateral Agent, either Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent, either Administrative Agent or any other Secured Party Lender against the any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent, either Administrative Agent or any other Secured Party Lender for the payment of the any Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent Agents and the other Secured Parties Lenders by the any Borrower on account of the any Borrower Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of and the Commitments shall remain in effectterminated, such amount shall be held by such Guarantor in trust for the Collateral Agent, for the benefit of the Administrative Agent Agents and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligations, whether matured or unmatured, in such the order as the Administrative Agent may determinespecified in Section 6.3.

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

No Subrogation. Notwithstanding any payment made by any Subsidiary Guarantor hereunder or any set-off or application of funds of any Subsidiary Guarantor by the Administrative Collateral Agent or any other Secured Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments are terminatedGuarantee Release Date. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectGuarantee Release Date, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Guaranteed Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determine.terms and provisions of the Credit Agreement and Security Agreement. Exhibit E Fourth Amended and Restated Credit Agreement

No Subrogation. Notwithstanding any payment or payments made by any VFN Guarantor hereunder or any set-off or application of funds of any VFN Guarantor by the Administrative Agent any Buyer Party or any other Secured Partyof their respective Affiliates, no VFN Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Buyer Party against the Borrower or any other Guarantor Seller or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Buyer Party for the payment of the Borrower ObligationsVFN Guarantor’s Guaranty Obligations or Guaranty Expenses, nor shall any VFN Guarantor seek or be entitled to seek any contribution contribution, indemnity or reimbursement from the Borrower or any other Guarantor Seller in respect of payments made by such VFN Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments are terminatedTermination Date. If any amount shall be paid to any VFN Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid and satisfied in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such VFN Guarantor in trust for the Administrative Agent and the other Secured Buyer Parties, segregated from other funds of such VFN Guarantor, and shall, forthwith upon receipt by such VFN Guarantor, be turned over to the Administrative Agent applicable Buyer Parties in the exact form received by such VFN Guarantor (duly indorsed by such VFN Guarantor to the Administrative Agentany such Buyer Parties, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations or Guaranty Obligations, as applicable, whether matured or unmatured, in such order as the Administrative Agent Buyer Parties may determine.

No Subrogation. Notwithstanding any payment made by any Subsidiary Guarantor hereunder or any set-off or application of funds of any Subsidiary Guarantor by the Administrative Collateral Agent or any other Secured Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any other Secured Party against the Borrower Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments are terminatedGuarantee Release Date. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectGuarantee Release Date, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Guaranteed Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determine.terms and provisions of the Credit Agreement and Security Agreement. Exhibit E Third Amended and Restated Credit Agreement

No Subrogation. Notwithstanding any payment made or payments by any Guarantor hereunder of the Subsidiary Guarantors hereunder, or any set-off or application of funds of any Guarantor of the Subsidiary Guarantors by the Administrative Agent or any other Secured Party, no Guarantor or the receipt of any amounts by the Administrative Agent or any other Secured Party with respect to any of the Guaranteed Obligations, none of the Subsidiary Guarantors shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrower Borrower, the other Subsidiary Guarantors or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, Guaranteed Obligations nor shall any Guarantor seek or be entitled to of the Subsidiary Guarantors seek any contribution or reimbursement from the Borrower Borrower, any of the other Subsidiary Guarantors or any of the other Guarantor guarantors in respect of payments made by such Subsidiary Guarantor hereunderin connection with the Guaranteed Obligations, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Guaranteed Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Agent and the other Secured PartiesAgent, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed endorsed by such Subsidiary Guarantor to the Administrative Agent, if required), ) to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no No Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Guaranteed Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Charterers in respect of payments made any amounts paid by such Guarantor hereunder, pursuant to any provision of this Guarantee or any obligations guaranteed hereby until all amounts owing Guaranteed Obligations have been paid or performed or discharged in full, but upon such payment or performance or discharge in full (and so long as this Guarantee has not been reinstated pursuant to Section 1.4 hereof), such Guarantor shall be subrogated in full to all rights of all Guaranteed Parties in respect thereof. Each Guaranteed Party hereby agrees at the Administrative Agent and the other Secured Parties by the Borrower on account expense of the Borrower Guarantors to execute such documents and do such other and further things as may be reasonably requested by any Guarantor to effect and evidence such subrogation. Unless and until all Guaranteed Obligations are have been paid or performed or discharged in full in cash and the Commitments are terminatedfull, no Guarantor shall assign or otherwise transfer any such claim against Charterers. If any amount shall be paid to any Guarantor on account of such the foregoing subrogation rights at any time when all of the Borrower Guaranteed Obligations shall not have been paid paid, performed or discharged in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent benefit of the Guaranteed Party or Guaranteed Parties entitled to receive the same (according to their respective interests) under, and in strict accordance with, the other Secured PartiesGuaranteed Agreements, shall be segregated from the other funds of such Guarantor, Guarantor and shall, shall forthwith upon receipt by such Guarantor, be turned paid over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured such Guaranteed Party or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineGuaranteed Parties.