Common use of No Subrogation Clause in Contracts

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against 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 or payments made by the Guarantor hereunder, any Borrower hereunder or any set-off setoff or application of funds of any Borrower by any Lender or the Guarantor by the Administrative Agent or any LenderAgent, the Guarantor such Borrower shall not be entitled to exercise any rights to be subrogated to any of the rights of any Lender or the Administrative Agent against any other Borrower, any Guarantor or any Lender against the Borrower other guarantor or against any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any Lender or the Agent for the payment of the Credit Obligations, nor shall the Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by the Guarantor such Borrower hereunder, until all amounts owing to the Administrative Agent Lenders and the Lenders Agent by the Borrower Borrowers on account of the Credit Obligations are irrevocably paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor a Borrower on account of such subrogation rights at any time when all of the Credit Obligations shall not have been irrevocably paid in full, such amount shall be held by the Guarantor that Borrower in trust for the Administrative Agent Lenders and the LendersAgent, segregated from other funds of the Guarantorthat Borrower, and shall, forthwith upon receipt by the GuarantorBorrower, be turned over to the Administrative Agent in the exact form received by the Guarantor Borrower (duly indorsed by the Guarantor Borrower to the Administrative Agent, if required), to be applied against the Credit Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off setoff or application of funds of the any Guarantor by the Administrative Collateral Agent or any LenderNoteholder, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Noteholder against the Borrower Company or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Noteholder for the payment of the Company Obligations, nor shall the 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 the such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Noteholders by the Borrower Company on account of the Company Obligations (other than contingent indemnification obligations not then due and payable) are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Company Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Collateral Agent and the LendersNoteholders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Company Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower, any Subsidiary Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations or the Subsidiary Borrower Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower, any Subsidiary Borrower or any other Guarantor in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by occurrence of the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedTermination Event. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all before the occurrence of the Obligations shall not have been paid in fullBorrower Termination Event, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations and 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 the Guarantor hereunder, any Borrower hereunder or any set-off setoff or application of funds of the Guarantor any Borrower by any Lender or the Administrative Agent or any LenderAgent, the Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of any Lender or the Administrative Agent against any other Borrower or any Lender against the Borrower other guarantor or against any collateral security or guarantee guaranty or right of offset held by any Lender or the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by the Guarantor such Borrower hereunder, until all amounts owing to the Lenders and the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Obligations are irrevocably paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor a Borrower on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably paid in full, such amount shall be held by the Guarantor that Borrower in trust for the Administrative Agent Lenders and the LendersAdministrative Agent, segregated from other funds of the Guarantorthat Borrower, and shall, forthwith upon receipt by the GuarantorBorrower, be turned over to the Administrative Agent in the exact form received by the Guarantor Borrower (duly indorsed by the Guarantor Borrower to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Party, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent any Secured Party against Borrower or any Lender against the Borrower other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Guaranteed Obligations, nor shall the 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 the such Guarantor hereunder, until the Full Payment of all amounts owing to the Administrative Agent and the Lenders by the Borrower Secured Parties on account of the Guaranteed Obligations and all of the Commitments have expired or are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been irrevocably paid in fullfull in cash or any of the Commitments are in effect, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the GuarantorSecured Parties, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Party, the no Guarantor shall not (a) be entitled to be subrogated to any of the rights of the Administrative Agent any Secured Party against any Borrower or any Lender against the Borrower other Guarantor or against any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Obligations, nor shall the Guarantor (b) 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 under this Guaranty, or (c) assert any right, claim or cause of action, including, without limitation, any claim of subrogation, contribution or indemnification that such Guarantor has against any Borrower or any other Loan Party, in all cases until the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedTermination Date occurs. If any amount shall be is paid to the any Guarantor on account of such subrogation rights at any time when all of prior to the Obligations shall not have been paid in fullTermination Date, such amount shall be held by the such Guarantor in trust for the Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determinedetermine in accordance with Sections 4.02(b) and 4.02(c) of the Loan Agreement.

No Subrogation. Notwithstanding any payment or payments made by any of the Guarantor hereunder, Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantor Guarantors by the Administrative Agent or any Lenderother Secured Bank Party, the no Guarantor shall not 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 Agent or any Lender other Secured Bank Party against the Borrower Company or against any Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender other Secured Bank Party for the payment of any of the Obligations, nor shall the 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 the such Guarantor hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedGuarantee Termination Date. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of prior to the Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, Secured Bank Parties and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as accordance with Section 11.12 of the Administrative Agent may determineCredit Agreement.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any of the Guarantor hereunder, Guarantors hereunder or any set-off or application of funds of any of the Guarantors by any Noteholder, no Guarantor shall, until all amounts owing to the Noteholders by the Administrative Agent or any LenderCompany on account of the Obligations are irrevocably paid in full, the Guarantor shall not be entitled to be subrogated to any of the rights of any Noteholder against the Administrative Agent Company or any Lender against the Borrower other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Noteholder for the payment of the Obligations, nor shall the 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 the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account any such rights of subrogation and reimbursement of the Obligations Guarantors are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedhereby waived until such time. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the LendersNoteholders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent Noteholders in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative AgentNoteholders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent Noteholders may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Loan Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as set forth in Section 7.03 of the Administrative Agent may determineSecurity Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Collateral Agent or any Lenderother Secured Party, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender other Secured Party against the Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Guaranteed Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor, and such Guarantor shall not exercise any right or remedy with respect to such rights, in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedFacility Termination Date. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of before the Obligations shall not have been paid in fullFacility Termination Date, such amount shall be held by the such Guarantor in trust for the Administrative Collateral Agent and the Lendersother Secured Parties, segregated from other funds of the such Guarantor, and shall, forthwith promptly upon receipt (but in any event, within 1 Business Day) by the such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Pledgor hereunder, or any set-off setoff or application of funds of the Guarantor Pledgor by the Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any Lenderof the Collateral, the Guarantor Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or against any Lender against the Borrower guarantor or against any other collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to Pledgor seek any contribution or reimbursement from the Borrower any guarantor in respect of payments made by the Guarantor hereunderPledgor 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 Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Commitments Credit Agreement is terminated. If any amount shall be paid to the Guarantor Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Pledgor in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the GuarantorPledgor, and shall, forthwith upon receipt by the GuarantorPledgor, be turned over to the Administrative Agent in the exact form received by the Guarantor Pledgor (duly indorsed endorsed by the Guarantor to the Administrative AgentPledgor, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.be

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Pledgor hereunder, or any set-off setoff or application of funds of the Guarantor Pledgor by any Noteholder, or the receipt of any amounts by the Administrative Agent or any LenderNoteholder with respect to any of the Collateral, the Guarantor Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Noteholder against the Borrower SCGC or LRGP or against any other collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Noteholder for the payment of the Obligations, nor shall the Guarantor seek or be entitled to Pledgor seek any contribution or reimbursement from the Borrower SCGC or LRGP in respect of payments made by the Guarantor hereunderPledgor in connection with this Agreement, or amounts realized by the Agent or any Noteholder in connection with the Collateral, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Noteholders on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Pledgor in trust for the Administrative Agent and the LendersNoteholders, segregated from other funds of the GuarantorPledgor, and shall, forthwith upon receipt by the GuarantorPledgor, be turned over to the Administrative Agent in the exact form received by the Guarantor Pledgor (duly indorsed by the Guarantor Pledgor to the Administrative Agent, if required), ) to be applied against the Obligations, 13 13 whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Pledgor hereunder, or any set-off setoff or application of funds of the Guarantor Pledgor by the Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any Lenderof the Collateral, the Guarantor Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent against any Borrower or any Lender against the Borrower Guarantor or against any other collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to Pledgor seek any contribution or reimbursement from any Borrower or the Borrower Guarantor in respect of payments made by the Guarantor hereunderPledgor 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 Lenders by the Borrower on account of the Obligations are paid in full, no Letter of full and each Credit shall be outstanding and the Revolving Commitments Agreement is terminated. If any amount shall be paid to the Guarantor Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Pledgor in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the GuarantorPledgor, and shall, forthwith upon receipt by the GuarantorPledgor, be turned over to the Administrative Agent in the exact form received by the Guarantor Pledgor (duly indorsed by the Guarantor to the Administrative Agent, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineset forth in each Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunderCompany hereunder or under any Note, or any set-off or application of funds of the Guarantor Company by the Administrative Agent or any Lender, the Guarantor Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations, nor shall the Guarantor Company seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrower in respect of payments made by the Guarantor hereunderCompany hereunder or under any Note, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrower on account of the Subsidiary Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Commitments are terminated. If any amount shall be paid to the Guarantor Company on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full, such amount shall be held by the Guarantor Company in trust for the Administrative Agent and the Lenders, segregated from other funds of the GuarantorCompany, and shall, forthwith upon receipt by the GuarantorCompany, be turned over to the Administrative Agent in the exact form received by the Guarantor Company (duly indorsed by the Guarantor Company to the Administrative Agent, if required), to be applied against the Subsidiary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this paragraph shall continue to be effective after the termination of this Agreement, the payment in full of the Subsidiary Obligations and the termination of the Commitments.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by anything to the Guarantor hereunder-------------- contrary in this Agreement, or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled each Grantor hereby irrevocably waives all rights which may have arisen in connection with this Agreement 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 Agent, the Lenders, the Issuing Banks, the Arranger or any Lender the Syndication Agents against the Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender such Person for the payment of the Obligations. Each Grantor hereby further irrevocably waives all contractual, nor shall the Guarantor seek common law, statutory or be entitled to seek other rights of reimbursement, contribution, exoneration or indemnity (or any contribution similar right) from or reimbursement from against the Borrower or any other Person which may have arisen in respect of payments made by connection with this Agreement. So long as the Guarantor hereunderGuaranteed Obligations remain outstanding, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If if any amount shall be paid by or on behalf of the Borrower to the Guarantor any Grantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid rights waived in fullthis paragraph, such amount shall be held by the Guarantor such Grantor in trust for the Administrative Agent and the Lenderstrust, segregated from other funds of the Guarantorsuch Grantor, and shall, forthwith upon receipt by the Guarantorsuch Grantor, be turned over to the Administrative Agent in the exact form received by the Guarantor such Grantor (duly indorsed by the Guarantor such Grantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order Obligations as the Administrative Agent may determine.provided

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Pledgor hereunder, or any set-off setoff or application of funds of the Guarantor Pledgor by any Holders, or the receipt of any amounts by the Administrative Agent Trustee or any LenderHolder with respect to any of the Collateral, the Guarantor Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any Lender Holder against the Borrower Issuer or the Company or against any other collateral security or guarantee or right of offset held by the Administrative Agent Trustee or any Lender Holder for the payment of the Obligations, nor shall the Guarantor seek or be entitled to Pledgor seek any contribution or reimbursement from the Borrower Issuer or the Company in respect of payments made by the Guarantor hereunderPledgor in connection with this Agreement, or amounts realized by the Trustee or any Holders in connection with the Collateral, until all amounts owing to the Administrative Agent Trustee and the Lenders by the Borrower Holders on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Pledgor in trust for the Administrative Agent and the LendersTrustee, segregated from other funds of the GuarantorPledgor, and shall, forthwith upon receipt by the GuarantorPledgor, be turned over to the Administrative Agent Trustee in the exact form received by the Guarantor Pledgor (duly indorsed by the Guarantor Pledgor to the Administrative AgentTrustee, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent Trustee may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder, pursuant to this Article X or any set-off or application of funds of the Guarantor by the Administrative Agent or any LenderLender in connection with the guarantee contained in this Article X, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any Designated Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the such Designated Borrower in respect of payments made by the such Guarantor hereunderunder this Article X, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Section 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 and this Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by any of the Guarantor hereunder, Guarantors hereunder or any set-off or application of funds of any of the Guarantor Guarantors by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Borrowers or against any other Guarantor or any collateral security or guarantee or right of 220 offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the 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 the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Parent Borrowers on account of the Obligations are paid in full, the Commitments are terminated and no Letter of Credit shall be outstanding and the Revolving Commitments terminatedis outstanding. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Party, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party 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 Lender Secured Party for the payment of the Borrower Obligations, nor shall the 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 such Guarantor hereunder, in either case, until all amounts owing to the Administrative Agent and the Lenders Secured Parties by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments under the Facilities are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, unmatured in such order as accordance with the Administrative Agent may determineprovisions of Section 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder, any Borrower hereunder or any set-off setoff or application of funds of the Guarantor any Borrower by any Bank or the Administrative Agent or any LenderAgent, the Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of any Bank or the Administrative Agent against any other Borrower or any Lender against the Borrower other guarantor or against any collateral security or guarantee guaranty or right of offset held by any Bank or the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by the Guarantor such Borrower hereunder, until all amounts owing to the Banks and the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Obligations are irrevocably paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor a Borrower on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably paid in full, such amount shall be held by the Guarantor that Borrower in trust for the Administrative Agent Banks and the LendersAdministrative Agent, segregated from other funds of the Guarantorthat Borrower, and shall, forthwith upon receipt by the GuarantorBorrower, be turned over to the Administrative Agent in the exact form received by the Guarantor Borrower (duly indorsed by the Guarantor Borrower to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Credit Party, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Credit Party 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 Lender Secured Credit Party for the payment of the Credit Facility Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Secured Credit Parties by the Borrower on account of the Credit Facility Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Credit Facility Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the LendersSecured Credit Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Credit Facility Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determinedetermine in accordance with Section 6.5.

No Subrogation. Notwithstanding any payment or payments made by any of the Guarantor hereunder, Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantor Guarantors by the Administrative Agent Agents or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Agents or any Lender against the Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Agents or any Lender for the payment of the Guaranteed Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent Agents and the Lenders by the Borrower on account of the Guaranteed Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent Agents and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent Agents in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative AgentAgents, if required), to be applied against the Guaranteed Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Agent Agents may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Party, the no Guarantor shall not (a) be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or against any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Secured Obligations, nor shall the Guarantor (b) seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the such Guarantor hereunderunder this Guaranty, until all amounts owing to the Administrative Agent and the Lenders by or (c) assert any right, claim or cause of action, including, without limitation, any claim of subrogation, contribution or indemnification that such Guarantor has against the Borrower on account of or any other Loan Party, in all cases until the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedTermination Date occurs. If any amount shall be is paid to the any Guarantor on account of such subrogation rights at any time when all of prior to the Obligations shall not have been paid in fullTermination Date, such amount shall be held by the such Guarantor in trust for the Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determinedetermine in accordance with Sections 4.02(b) and 4.02(c) of the Loan Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or Agent, any Lender, the Swingline Lender or Issuing Bank, no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Agent, any Lender, Swingline Lender or Issuing Bank against the Borrowers or any Lender against the Borrower other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent Agent, any Lender, Swingline Lender or any Lender Issuing Bank for the payment of the Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedFacility Termination. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in fullprior to Facility Termination, such amount shall be held by the such Guarantor in trust for the Administrative Agent Agent, Lenders, the Swingline Lenders and the Lenders, Issuing Banks segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineterms of the Credit Documents.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Party, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party 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 Lender Secured Party for the payment of the Borrower Obligations, nor shall the 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 such Guarantor hereunder, in either case, until all amounts owing to the Administrative Agent and the Lenders Secured Parties by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Term Loan Commitments under the Facility are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, unmatured in such order as accordance with the Administrative Agent may determineprovisions of Section 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor any Pledgor hereunder, or any set-off setoff or application of funds of any Pledgor by the Guarantor Administrative Agent, or the receipt of any amounts by the Administrative Agent or with respect to any Lenderof the Collateral, the Guarantor no Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or against any Lender against the Borrower guarantor or against any other collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to any Pledgor seek any contribution or reimbursement from the Borrower any guarantor in respect of payments made by any Pledgor in connection with the Guarantor hereunderCollateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Commitments Credit Agreement is terminated. If any amount shall be paid to the Guarantor a Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor such Pledgor in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the Guarantorsuch Pledgor, and shall, forthwith upon receipt by the Guarantorsuch Pledgor, be turned over to the Administrative Agent in the exact form received by the Guarantor such Pledgor (duly indorsed endorsed by the Guarantor to the Administrative Agentsuch Pledgor, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as accordance with Section 4.5 of the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Pledgor hereunder, or any set-off setoff or application of funds of the Guarantor Pledgor by any Holder, or the receipt of any amounts by the Administrative Agent Trustee or any LenderHolder with respect to any of the Collateral, the Guarantor Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any Lender Holder against the Borrower Issuer or against any other collateral security or guarantee or right of offset held by the Administrative Agent Trustee or any Lender Holder for the payment of the Obligations, nor shall the Guarantor seek or be entitled to Pledgor seek any contribution or reimbursement from the Borrower Issuer in respect of payments made by the Guarantor hereunderPledgor in connection with this Agreement, or amounts realized by the Trustee or any Holder in connection with the Collateral, until all amounts owing to the Administrative Agent Trustee and the Lenders by the Borrower Holders of Senior Secured Notes on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Pledgor in trust for the Administrative Agent and the LendersTrustee, segregated from other funds of the GuarantorPledgor, and shall, forthwith upon receipt by the GuarantorPledgor, be turned over to the Administrative Agent Trustee in the exact form received by the Guarantor Pledgor (duly indorsed by the Guarantor Pledgor to the Administrative AgentTrustee, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent Trustee may determine.

No Subrogation. Notwithstanding any payment or payments made by the NAC Guarantor hereunder, hereunder or any set-off or application of funds of the NAC Guarantor by Agent, unless and until the Administrative Agent or any LenderObligations are paid in full, the NAC Guarantor shall not be (i) entitled to be payment of any Indebtedness owing by the Borrower to NAC Guarantor or (ii) subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Obligations. In addition, nor NAC Guarantor shall not (unless and until the Guarantor Obligations are paid in full) seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the NAC Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the NAC Guarantor on account of such Indebtedness or subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the NAC Guarantor in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the Guarantor, NAC Guarantor and shall, forthwith upon receipt by the NAC Guarantor, be turned over to the Administrative Agent in the exact form received by the NAC Guarantor (duly indorsed by the NAC Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off setoff or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or against any other Guarantor or any collateral security or security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be is outstanding and the Revolving Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the LEGAL02/38440571v3 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 the a Guarantor hereunder, or any set-off or application of funds of the such Guarantor by the Administrative Agent or any LenderBank, the such Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Bank against the either Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Bank for the payment of the Obligations, nor shall the such Guarantor seek or be entitled to seek any contribution or reimbursement from the either Borrower in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Banks by the Borrower Borrowers 176 4 on account of the Obligations are paid in full, the Commitments are terminated, and no Letter Letters of Credit shall be outstanding and the Revolving Commitments terminatedare outstanding. If any amount shall be paid to the a Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the LendersBanks, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off setoff or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Borrower Obligations, nor shall the 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 such Guarantor hereunder, until all amounts owing to the Administrative Agent Agent, the Collateral Agent, and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineCredit Agreement shall prescribe.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender, the no Guarantor shall not be entitled seek to be subrogated to enforce any right of subrogation in respect of any of the rights of the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender against the Borrower any Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or any other Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, Guaranteed Obligations until all amounts owing to the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank and the other Lenders by the Borrower Loan Parties on account of the Guaranteed Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank and the other Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the ObligationsGuaranteed 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 Guarantors shall operate as a waiver of any subrogation rights.

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder, or any set-off or application of funds of the Guarantor by TCEP, or the Administrative Agent or receipt of any Lenderamounts by TCEP with respect to any of the Guarantor Obligations, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender TCEP 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 Lender TCEP for the payment of the Obligations, Guarantor Obligations nor shall 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 the Guarantor hereunderin connection with the Guarantor Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Borrower TCEP on account of the Guarantor Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Commitments Promissory Note and the TCEP Guaranty are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersTCEP, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent TCEP in the exact form received by the Guarantor (duly indorsed endorsed by the Guarantor to the Administrative AgentTCEP, if required), ) to be applied against the Guarantor Obligations, whether matured or unmatured, in or such order as other obligations arising under the Administrative Agent may determineTCEP Guaranty.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Company or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall the 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 the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Company on account of the Borrower Obligations are paid in full, no Letter of Credit or Acceptance shall be outstanding and the Revolving Credit Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against 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 the Guarantor Matria hereunder, or any set-off or application of funds of the Guarantor Matria by the Administrative Agent or any Lender, the Guarantor Matria shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Borrowers or against any collateral Collateral or other security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor Matria seek or be entitled to seek any contribution or reimbursement from any of the Borrower Borrowers in respect of payments made by the Guarantor Matria hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Obligations are paid in full, no Letter all Letters of Credit shall be outstanding have expired or terminated and the Revolving Credit Commitments have been terminated. If any amount shall be paid to the Guarantor Matria on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Matria in trust for the Administrative Agent and the Lenders, segregated from other funds of the GuarantorMatria, and shall, forthwith upon receipt by the GuarantorMatria, be turned over to the Administrative Agent in the exact form received by the Guarantor Matria (duly indorsed endorsed by the Guarantor Matria to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Section shall survive the termination of this Agreement and the payment in full of the Obligations, the termination or expiration of all Letters of Credit and the termination of the Revolving Credit Commitments.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Party, the no Guarantor shall not (a) be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or against any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Obligations, nor shall the Guarantor (b) seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the such Guarantor hereunderunder this Guaranty, until all amounts owing to the Administrative Agent and the Lenders by or (c) assert any right, claim or cause of action, including, without limitation, any claim of subrogation, contribution or indemnification that such Guarantor has against the Borrower on account of or any other Loan Party, in all cases until the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedTermination Date occurs. If any amount shall be is paid to the any Guarantor on account of such subrogation rights at any time when all of prior to the Obligations shall not have been paid in fullTermination Date, such amount shall be held by the such Guarantor in trust for the Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determinedetermine in accordance with Sections 4.02(b) and 4.02(c) of the Loan Agreement.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder, hereunder or any set-off or application of funds of the any Guarantor by the Administrative Agent or any LenderSecured Party, the no Guarantor shall not be entitled to exercise its rights to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party 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 Lender Secured Party for the payment of the Borrower Obligations, nor shall the 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 the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Secured Parties on account of the Borrower Obligations are irrevocably and indefeasibly paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminatedfull in cash. If any amount shall be paid to the 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 fullfull in cash, such amount shall shall, subject to the Intercreditor Agreement, be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the GuarantorSecured Parties, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, Borrower Obligations in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement.