Common use of No Subrogation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or Agent, any other Secured PartyParty or any holder of the Equally and Ratably Secured Notes Obligations, no neither the Borrower nor any Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or Agent, any other Secured Party or any holder of the Equally and Ratably Secured Notes Obligations against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Guaranteed Obligations, nor shall the Borrower or any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the Borrower or such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments are terminatedDischarge Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Guaranteed Obligations (other than Guaranteed Obligations in respect of the Equally and Ratably Secured Notes Obligations) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent other Secured Parties and the other holders of the Equally and Ratably Secured PartiesNotes Obligations, segregated from other funds of the Borrower or such Guarantor, and shall, forthwith upon receipt by the Borrower or such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Guaranteed Obligations, whether matured or unmatured, in such the order as the Administrative Agent may determinespecified in Section 7.3.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder or any set-off or application of funds of any Guarantor expenses incurred by the Administrative Agent or any other Secured PartyGuarantor pursuant to this Demand Guaranty, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Guarantor: (a) against each Borrower (other than the Guarantor) in respect of any and all rights of reimbursement and subrogation with respect to this Demand Guaranty or any other Secured Party guaranty of any nature (including the other Group Guarantees); (b) against each Borrower (other than the Borrower Guarantor), any other Subsidiary or any other Guarantor or any collateral security or guarantee or right of offset held by party to the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Intra-Group Agreement in respect of payments made by any and all present and future debts and obligations thereunder of such Guarantor hereunderparty to the Guarantor; and (c) if an Event of Default shall have occurred and be continuing, until against each Borrower (other than the Guarantor) in respect of any and all amounts other present and future debts and obligations of such Borrower to the Guarantor, (including any right of subrogation, reimbursement, exoneration or indemnification) are hereby postponed in favor of and subordinated to the (x) full payment in cash of all the Guaranteed Obligations owing to the Administrative Agent Lender Parties and (y) the other Secured Parties by the Borrower on account termination of the Borrower Obligations are paid in full in cash and the Commitments are terminatedall Commitments. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all in violation of the Borrower preceding sentence, and the Guaranteed Obligations shall not have been paid in cash in full in cash or any and the Commitments of the Commitments Lender Parties shall remain in effectnot have terminated, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held by such the Guarantor in trust the name and for the Administrative Agent and account of the other Secured PartiesLender Parties and, segregated from other funds of such Guarantorin addition, and shall, shall forthwith upon receipt by such Guarantor, be turned over paid to the Administrative Agent in for the exact form received by such Guarantor (duly indorsed by such Guarantor account of the Lender Parties to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the Administrative Agent, relevant Borrower if required), to be held as collateral security for all of the Borrower Obligations (whether matured or such obligations are then unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any set-off or appropriation and application of funds of any Guarantor of the Guarantors by the Administrative Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Administrative Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any other Secured Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution contribution, indemnifications or reimbursement from the Borrower or any other Guarantor or other guarantor in respect of payments made by such Guarantor hereunderhereunder in each case, until all amounts owing to the Administrative Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations under the Credit Documents are paid in full in cash and the Commitments thereunder are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower the Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Collateral Agent may determine. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights the Collateral Agent or any Secured Party may have against Borrower, to all right, title and interest the Collateral Agent or any Secured Party may have in any such collateral or security, and to any right the Collateral Agent or any Secured Party may have against such other guarantor.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or under the FNIS Loan Party Guaranty or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunderhereunder or under the FNIS Loan Party Guaranty, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full in cash full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than, in each case, indemnities and other contingent Obligations not then due and payable) shall not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact same form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, then due in such order as set forth in the Credit Agreement or as set forth in Section 6.5 hereof or as set forth in Section 10 of the FNIS Loan Party Guaranty (as applicable).” (d) Section 4.7(b) of the Guarantee and Collateral Agreement shall be amended by replacing the words “Section 7.3 of the Credit Agreement” contained in the third line thereof with the words “Section 7.1 of the Credit Agreement”. (e) Section 4.8(b) of the Guarantee and Collateral Agreement shall be amended by replacing the words “Section 7.3(a), (b), (c), (g), (h), (r) or (t) of the Credit Agreement” contained in the seventh and eighth lines thereof with the words “Section 7.1 of the Credit Agreement”. (f) Section 5.1 of the Guarantee and Collateral Agreement shall be amended by adding the following words at the end thereof: “(it being understood and agreed that any such Instrument, Certificated Security or Chattel Paper acquired or received by a Grantor after the Amendment No. 1 Effective Date shall be deemed to have been promptly delivered if delivered to the Administrative Agent may determine.within 15 days following the month of such acquisition or receipt)” (g) Section 5.5 of the Guarantee and Collateral Agreement shall be amended to read in full as follows:

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

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

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

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

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

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

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

No Subrogation. Notwithstanding (a) Until all amounts which may be or become payable by any Obligor under or in connection with any Senior Finance Document have been irrevocably paid in full, each Guarantor irrevocably and expressly undertakes not to exercise any rights which it may have (including its rights under article 2028 of the Code Civil): (i) to be subrogated to or otherwise share in any security or monies held, received or receivable by any Finance Party or to claim any right of contribution in relation to any payment made by any Guarantor hereunder under this agreement; (ii) to enforce any of its rights of subrogation and indemnity against any Obligor or any co-surety; (iii) following a claim being made on any Guarantor under clause 16.1 (Guarantee), to demand or accept repayment of any monies due from any other Obligor to any Guarantor or claim any set-off or application of funds counterclaim against any other Obligor; or (iv) to claim or prove in a liquidation or other insolvency proceeding of any Guarantor by the Administrative Agent Obligor or any co-surety in competition with any Finance Party. (b) Each Guarantor agrees that, to the extent that the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth in this clause 16.4 is found by any court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification which that Guarantor may have against any Obligor or against any collateral or security, and any rights of contribution which that Guarantor may have against any such other Secured Party, no Guarantor shall be entitled to be subrogated junior and subordinate to: (i) any rights any Finance Party may have against any Obligor (including without limitation that Guarantor); (ii) all right, title and interest which any Finance Party may have in any such collateral or security; and (iii) any right which any Finance Party may have against those Guarantors any Finance Party may use, sell or dispose of any item of collateral or security as it sees fit without regard to any of the subrogation rights which any Guarantor may have and, upon such disposal or sale, any rights of the Administrative Agent or any other Secured Party against the Borrower or any other subrogation which that Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor may have had shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash and the Commitments are terminatedterminate. If any amount shall be is paid to any Guarantor on account of any such subrogation subrogation, reimbursement or indemnification rights at any time when all of the Borrower Guarantee Obligations shall have not have been paid in full in cash or any of the Commitments shall remain in effectfull, such amount those amounts shall be held by such Guarantor in trust for the Administrative Agent benefit of the Finance Parties and the other Secured Parties, segregated from other funds of such Guarantor, and shall, shall forthwith upon receipt by such Guarantor, be turned paid over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), Finance Parties to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be credited and applied against any Borrower the Guarantee Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineterms of this agreement.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured PartyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties Lenders by the Borrower on account of the Borrower Obligations are paid in full (other than such obligations under Sections 2.17, 2.18, 2.19 and 10.5 of the Credit Agreement that are not then due and payable and demanded), no Letter of Credit shall be outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized in cash an amount and manner satisfactory to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any (other than such obligations under Sections 2.17, 2.18, 2.19 and 10.5 of the Commitments shall remain in effectCredit Agreement that are not then due and payable and demanded), such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

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