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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by the Administrative Agent or any Lender 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, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Discharge of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Borrower Obligations shall not have been paid in fullObligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Secured Parties, shall be 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Administrative Agent may determineoccurrence or the continuance of any Event of Default.

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

No Subrogation. Notwithstanding any payment or payments made by 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are shall have been indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedfull in cash. 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 fullfull in cash, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any the Guarantor hereunder or any set-off or application of funds of any the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any 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 the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) are paid in full, no Letter of Credit shall be outstanding full 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 indemnification obligations for which no claim has been made) shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the Lenders, 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 applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be is 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder hereunder, or any set-off setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by the Administrative Agent or any Lender 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, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Discharge of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Borrower Obligations shall not have been paid in fullObligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Secured Parties, shall be 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Administrative Agent may determineoccurrence or the continuance of any Event of Default.

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 Lenderother 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 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 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 Lenders other Lender Parties by the Borrower Loan Parties on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother 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 applied against the Borrower 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 or any LenderGuaranteed Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Party against the Borrower Company, any of the Subsidiary Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender other Guaranteed Party for the payment of the Borrower Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company, any Subsidiary Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent Guaranteed Parties by the Company and the Lenders by the Borrower Subsidiary Borrowers on account of the Borrower Guaranteed Obligations are paid in 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 Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such GuarantorGuaranteed Parties, 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 applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in such order as such Guarantor (or, if an Event of Default shall have occurred and be continuing, the Administrative Agent Agent) may determine.

No Subrogation. Notwithstanding any payment made by any Entity Guarantor hereunder or any set-off or application of funds of any Entity Guarantor by the Administrative Agent or any LenderSecured Party, no Entity Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender 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 Lender Secured Party for the payment of the Borrower Obligations, nor shall any Entity 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 Entity Guarantor hereunderunder this guarantee, in each case, until all amounts owing to after the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedTermination Date occurs. If any amount shall be paid to any Entity Guarantor on account of such subrogation rights at any time when all of on or prior to the Borrower Obligations shall not have been paid in fullTermination Date, such amount shall be held by such Entity Guarantor in trust for the Administrative Agent and the Lendersbenefit of Secured Parties, segregated from other funds of such Entity Guarantor, and shall, forthwith upon receipt by such Entity Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Entity Guarantor (duly indorsed by such Entity Guarantor to the Administrative Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determinedetermine in accordance with Section 4.02(d) 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Borrower Obligations, 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 Lenders by the Borrower Company or any Subsidiary on account of the Borrower Obligations are paid in 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 shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by 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 Lender, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Credit 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, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Agent and the Lenders, 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 applied against the Borrower Obligationsobligations, 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Company, any other Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company, any other Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder hereunder, or any set-off setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Borrower Obligations, Time Warner Obligations or Historic TW 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Commitments Lenders’ commitments, if any, to make Loans under the Credit Agreement 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the U.S. Borrower hereunder, or any set-off or application of funds of the U.S. Borrower by any Guarantor by the Administrative Agent or any Lender, no Guarantor the U.S. Borrower shall not be entitled to be subrogated to any of the rights of the any Administrative Agent or any Lender against the Borrower other Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset held by the any Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor the U.S. Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Borrowers in respect of payments made by such Guarantor the U.S. Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower other Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Commitments are terminated. If any amount shall be paid to any Guarantor the U.S. Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the U.S. Borrower in trust for the Administrative Agent Agents and the Lenders, segregated from other funds of such Guarantorthe U.S. Borrower, and shall, forthwith upon receipt by such Guarantorthe U.S. Borrower, be turned over to the General Administrative Agent in the exact form received by such Guarantor the U.S. Borrower (duly indorsed by such Guarantor the U.S. Borrower to the General Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the General 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 Lender, no Guarantor the Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Subsidiary Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations, nor shall any Guarantor the Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Subsidiary Borrowers in respect of payments made by such Guarantor the Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedTermination Event. If any amount shall be paid to any Guarantor the Borrower on account of such subrogation rights at any time when all of before the Subsidiary Borrower Obligations shall not have been paid in fullTermination Event, such amount shall be held by such Guarantor the Borrower in trust for the Administrative Agent and the Lenders, 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in fullfull (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 fullfull (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 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 applied against 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 LenderSecured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender 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 Lender 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersSecured 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineprovided by Section 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder hereunder, or any set-off or application of funds of any the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor Subsidiary Borrower or against any collateral security or guarantee Guaranty or right of offset held by the Administrative Agent or any 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 Borrower or any other Guarantor Subsidiary Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account occurrence of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminateda Termination Event. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all before the occurrence of the Borrower Obligations shall not have been paid in fulla Termination Event, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the Lenders, 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by 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 Lenderother 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 Lender other Secured Party against the Borrower Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedGuarantee Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by such Guarantor in trust for the Administrative Collateral Agent and the Lendersother 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 applied against the Borrower Obligations, whether matured due or unmaturedto become due, 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 Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower Credit Parties on account of the Borrower Obligations are paid in full, the Commitments are terminated and no Letter Letters of Credit shall be outstanding and the Commitments are terminatedoutstanding. 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower 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 Until all amounts owing to the Administrative Agent or any Lender, 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 Lender 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 Lender for payment made hereunder or otherwise, including without limitation, the payment of the Borrower Obligationsright to take or receive from any such Borrower, nor shall any Guarantor seek directly or be entitled to seek any contribution indirectly, in cash or reimbursement from the Borrower other property or by set-off or in any other Guarantor in respect of payments made by such Guarantor hereundermanner, until all amounts owing to the Administrative Agent and the Lenders by the Borrower payment or security on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the LendersAgent, 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 applied against the Borrower 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 any of the Administrative Agent Agents or any LenderLenders, no Guarantor shall be entitled to be subrogated to any of the rights of any of the Administrative Agent Agents or any Lender Lenders against the Borrower or any other Guarantor Credit Parties or any collateral security or guarantee or right of offset held by any of the Administrative Agent Agents or any Lender Lenders for the payment of all or any portion of the Borrower Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any of the Borrower or any other Guarantor Credit Parties in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent Agents and the Lenders by the Borrower other Credit Parties on account of any of the Borrower Obligations are paid in 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 Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent Agents and 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 applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent Required Lenders may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder hereunder, or any set-off setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against either one or both of the Borrower Designated Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations or the Historic TW Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from either one or both of the Borrower or any other Guarantor Designated Borrowers in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and the Commitments of each Class 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the any Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by the Administrative Agent or any Lender 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 any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Discharge of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Borrower Obligations shall not have been paid in fullObligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Secured Parties, shall be 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Administrative Agent may determineoccurrence or the continuance of any Event of Default.

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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any Borrower or any other Guarantor or any collateral security or security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be is 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment made by any a Guarantor hereunder or any set-off or application of funds of any a Guarantor by the Administrative Agent or any Lender, no such Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Borrower Obligations, nor shall any such 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 Lenders by the Borrower on account of the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any a Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the Borrower Borrowers or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by the Administrative Agent or any Lender 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 or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Discharge of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Borrower Obligations shall not have been paid in fullObligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Secured Parties, shall be 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Administrative Agent may determineoccurrence or the continuance of any Event of Default.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative any Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative any Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Agents and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the 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, such amount shall be held by such Guarantor in trust for the Administrative Agent Agents and the Lenders, 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 Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Party, none of the Administrative Agent or any Lender, no Guarantor Guarantors shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Party against the Borrower Company or any other Guarantor guarantor or Obligor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution contribution, reimbursement or reimbursement indemnification from the Borrower Company or any other Guarantor guarantor or Obligor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent Guaranteed Parties by the Company and the Lenders by the Borrower other Obligors on account of the Borrower Obligations are paid in 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 subrogation, contribution, reimbursement or indemnification rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersGuaranteed 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 applied against the Borrower Obligations, whether matured or unmatured, in such order and manner as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender 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 Lender 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 Lenders other Secured Parties by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother 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 applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any LenderGuaranteed Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset setoff held by the Administrative Agent or any Lender other Guaranteed 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 Person hereunder, until all amounts owing to the Administrative Agent and the Lenders Guaranteed Parties by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersGuaranteed 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by 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 Lenderother Guaranteed 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 Agent or any Lender other Guaranteed Party 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 Lender other Guaranteed 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 Company 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 Agent and the Lenders by the Borrower other Guaranteed Parties on account of the Borrower Obligations under the Loan Documents are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower 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 LenderSecured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender 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 Lender 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 Lenders Secured Parties by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersSecured 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 credited and applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determinedetermine pursuant to this Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder hereunder, or any set-off setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against either one or both of the Borrower Designated Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations or the Historic TW Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from either one or both of the Borrower or any other Guarantor Designated Borrowers in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Company or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any Lender 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 Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Secured Obligations are paid Paid in full, no Letter of Credit shall be outstanding 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 Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Secured 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 LenderGuaranteed Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Guaranteed Party against the Administrative Agent Company or any 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 Lender other Guaranteed Party for the payment of the Borrower Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Guaranteed Parties by the Borrower Company on account of the Borrower Guaranteed Obligations are paid in 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 Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such GuarantorGuaranteed Parties, 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 applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in such order as such Guarantor (or, if an Event of Default shall have occurred and be continuing, the Administrative Agent Agent) may determine.

No Subrogation. Notwithstanding any payment 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 Lenderother 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 Agent or any Lender other Secured Party 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 Lender 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 Company or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the 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 prior to the Borrower Obligations shall not have been paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, Secured Parties 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 11.11 of the Administrative Agent may determineCredit Agreement.

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

No Subrogation. Notwithstanding any payment made by any the Guarantor hereunder or any set-off or application of funds of any the Guarantor by any Secured Party, so long as any of the Administrative Agent or any LenderGuaranteed Obligations under the Financing Documents remain outstanding (subject to Section 2.5), no (a) the Guarantor shall be entitled to be subrogated subordinates all of its rights of subrogation to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor Loan Party or any collateral security or guarantee or right of offset held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of the Borrower Guaranteed Obligations, nor shall any and (b) the Guarantor subordinates all of its rights to 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 the Guarantor hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid this Guaranty has been terminated in full, no Letter of Credit shall be outstanding and the Commitments are terminatedaccordance with its terms. 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 this Guaranty remains in fullfull force and effect, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, promptly 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 applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in such manner and in such order as specified 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 Lenderother 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 Agent or any Lender 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 Lender 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedGuarantee Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Borrower Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother 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 applied against the Borrower 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 the Guarantor hereunder or any set-off or application of funds of any the Guarantor by the Administrative Agent or any Lenderother Guaranteed Party, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Guaranteed 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 Lender other Guaranteed Party for the payment of the Borrower Obligations, nor shall any the 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 the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders other Guaranteed Parties by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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 shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the Lendersother Guaranteed 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 in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Company, any other Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company, any other Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Company on account of the Borrower Obligations are paid in full, no Letter of Credit 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 any Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative any Agent or any Lender against the Borrower Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Agents and the Lenders by the Borrower Company on account of the Borrower Obligations are paid in full, no Letter of Credit shall be is outstanding (or any outstanding Letters of Credit have been cash 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 Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent Agents and the Lenders, Lenders 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Company or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Administrative Agent or any Lender 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 Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedSatisfaction Time. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of before the Borrower Obligations shall not have been paid in fullSatisfaction Time, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Secured 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing shall operate as a waiver of any subrogation rights.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative any Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative any Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Agents and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the 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, such amount shall be held by such Guarantor in trust for the Administrative Agent Agents and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the either Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the either Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Parent Guarantor hereunder hereunder, or any set-off or application of funds of any the Parent Guarantor by the Administrative Agent or any Lender, no the Parent Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Borrower Obligations, nor shall any the Parent 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 Parent Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Commitments and the Bridge Loan Agreement are terminated. If any amount shall be paid to any the Parent Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such the Parent Guarantor in trust for the Administrative Agent and the Lenders, Lenders segregated from other funds of such the Parent Guarantor, and shall, forthwith upon receipt by such the Parent Guarantor, be turned over to the Administrative Agent in the exact form received by such the Parent Guarantor (duly indorsed by such the Parent Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, unmatured as provided in such order as the Administrative Agent may determineSection 6.3.

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 LenderSecured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Party against the Borrower or any other Guarantor Credit Party or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Secured Party for the payment of the Borrower Obligations, nor shall 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 Lenders Secured Parties by the Borrower Credit Parties on account of the Borrower Obligations are paid in full, the Commitments are terminated and no Letter Letters of Credit shall be outstanding and the Commitments are terminatedoutstanding. 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersSecured 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 applied against the Borrower Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made or payments by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any LenderGuaranteed Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Party Nexstar Guaranty Agreement against the Borrower or any other Guarantor or any collateral security Person or guarantee or right of offset held by the Administrative Agent or any Lender for Guaranteed Party of the payment of the Borrower Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any reimbursement or contribution or reimbursement from the Borrower Borrower, any other Guarantor, or any other Guarantor Person in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Guaranteed Parties by the Borrower on account of the Borrower Guaranteed Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedfull in cash. If any amount shall be paid to any Guarantor on account of such the subrogation rights at any time when all of the Borrower Guaranteed Obligations shall have not have been indefeasibly paid in fullfull in cash, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersGuaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith immediately 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 applied against the Borrower 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 endorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent Agents or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Agents or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Agents or any Lender for the payment of the 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 Agents and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the 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, such amount shall be held by such Guarantor in trust for the Administrative Agent Agents and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent Agents in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative AgentAgents, if required), to be applied against the Borrower 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 Lender, no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower, any Foreign Subsidiary Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Foreign Subsidiary 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 Lenders by the each Foreign Subsidiary Borrower on account of the Foreign Subsidiary Borrower Obligations Obligations, are paid in fullfull in cash, no Letter of Credit shall be outstanding 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 Foreign Subsidiary Borrower Obligations shall not have been paid in fullfull in cash, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, Guarantor and shall, forthwith upon receipt by such Guarantor, Guarantor be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Foreign Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder or any set-off or application of funds of any Guarantor of the Guarantors by the Administrative Agent or any Lender, (a) no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Borrower Obligations, Obligations nor (b) 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, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder hereunder, or any set-off or application of funds of any such Guarantor by the Administrative Agent or any Lender, no such Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 Lender for the payment of the Borrower Obligations, nor shall any such 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Credit Commitments are terminated. If any amount shall be paid to any such Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such 11 amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder Borrower under this Article VI or any set-off or application of funds of any Guarantor such Borrower by the Administrative Agent or any Lender, no Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any other Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Borrower in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower other Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Commitments are terminated. If any amount shall be paid 62 57 to any Guarantor Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of such GuarantorBorrower, and shall, forthwith upon receipt by such GuarantorBorrower, be turned over to the Administrative Agent in the exact form received by such Guarantor Borrower (duly indorsed by such Guarantor Borrower to the Administrative Agent, if required), to be applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by the Administrative Agent or any Lender 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, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Discharge of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Borrower Obligations shall not have been paid in fullObligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Secured Parties, shall be 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 6 US-DOCS\135805308.19 form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Administrative Agent may determineoccurrence or the continuance of any Event of Default.

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 LenderSecured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender 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 Lender 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 Lenders Secured Parties by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersSecured 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 applied against 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 off- or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by 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 Lender, 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 Agent or any other 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 Lender 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 Agent and the other Lenders by the Borrower on account of the Borrower Obligations under the Credit Documents are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other 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 applied against the Borrower 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 and the Lenders by the Borrower Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 endorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Notes Agent, Collateral Agent or any LenderPurchaser, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Notes Agent, Collateral Agent or any Lender Purchasers against the Borrower Issuers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Notes Agent, Collateral Agent or any Lender Purchaser for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Issuers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Payment in Full; provided that any such right of the Borrower Obligations are paid in full, no Letter of Credit contribution or reimbursement against any Issuer or any other Guarantor (including any right under Section 13.2) shall be outstanding irrevocably and automatically waived in the Commitments event the Equity Interests of such Issuer or other Guarantor are terminatedsold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Notes Agent, Collateral Agent or the Purchasers (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure). 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 prior to Payment in fullFull, such amount shall be held by such Guarantor in trust for the Administrative Notes Agent, Collateral Agent and the LendersPurchasers, segregated from other funds of such Guarantor, and shalland, forthwith upon receipt by such Guarantor, be turned over to the Administrative Notes Agent or Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Notes Agent or Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, the Commitments are terminated and no Letter Letters of Credit shall be outstanding and the Commitments are terminatedoutstanding. 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the benefit of the Administrative Agent and 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 applied against 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or security, guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be is 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder hereunder, or any set-off or application of funds of any the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other the Parent Guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Commitments and the Bridge Loan Agreement are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the Lenders, Lenders 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineindicated in Section 6.5.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the U.S. Borrower hereunder, or any set-off or application of funds of the U.S. Borrower by any Guarantor by the Administrative Agent or any Lender, no Guarantor the U.S. Borrower shall not be entitled to be subrogated to any of the rights of the any Administrative Agent or any Lender against the Borrower other Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset held by the any Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor the U.S. Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor Borrowers in respect of payments made by such Guarantor the U.S. Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower other Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Commitments are terminated. If any amount shall be paid to any Guarantor the U.S. Borrower on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor the U.S. Borrower in trust for the Administrative Agent Agents and the Lenders, segregated from other funds of such Guarantorthe U.S. Borrower, and shall, forthwith upon receipt by such Guarantorthe U.S. Borrower, be turned over to the General Administrative Agent in the exact form received by such Guarantor the U.S. Borrower (duly indorsed by such Guarantor the U.S. Borrower to the General Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the General Administrative Agent may determine.. 108 101

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off setoff or application of funds of any Guarantor by the Administrative Agent or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the any Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by the Administrative Agent or any Lender 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 any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Discharge of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Borrower Obligations shall not have been paid in fullObligations, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Secured Parties, shall be 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as set forth in Section 8.3 of the Administrative Agent may determineCredit Agreement irrespective of the occurrence or the continuance of any Event of Default.

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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 then owing and due and payable to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 (if in physical form) received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by 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 Lenderother 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 Agent or any Lender 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 Lender 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedFinal Date. 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother 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 applied against the Borrower 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 setoff or application of funds of any Guarantor by the Administrative Agent or any Lenderother Secured Parties, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender other Secured Party against the any Borrower or any other Guarantor or any collateral security or security, guarantee or right of offset held by the Administrative Agent or any Lender 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 Lenders other Secured Parties by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determinedetermine in coordination with the Trustee if Exchange Notes are outstanding. For the avoidance of doubt, nothing in the foregoing 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 or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the Revolving Commitments 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower 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 or any set-off or application of funds of any Guarantor by the Administrative Agent or any LenderGuaranteed Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Guaranteed Party Nexstar Guaranty of Mission Obligations against the Borrower or any other Guarantor or any collateral security Person or guarantee or right of offset held by the Administrative Agent or any Lender for Guaranteed Party of the payment of the Borrower Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any reimbursement or contribution or reimbursement from the Borrower Borrower, any other Guarantor, or any other Guarantor Person in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders Guaranteed Parties by the Borrower on account of the Borrower Guaranteed Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminatedfull in cash. If any amount shall be paid to any Guarantor on account of such the subrogation rights at any time when all of the Borrower Guaranteed Obligations shall have not have been indefeasibly paid in fullfull in cash, such amount shall be held by such Guarantor in trust for the Administrative Agent and the LendersGuaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith immediately 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 applied against the Borrower 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full (other than contingent indemnity obligations not due and the Commitments are terminatedpayable). 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 fullfull (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 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit LC Obligations 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 269 8.

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 or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Other Guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the 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 shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Administrative Agent and the Lenders, 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 applied against 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any 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 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 Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit or Acceptance 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, such amount shall be held by such Guarantor in trust for the Administrative Agent and 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 applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by 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 Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent Agent, the Issuing Lender or any Lender the Lenders against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent Agent, the Issuing Lender or any Lender the Lenders 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 Agent, the Issuing Lender and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding full and the 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, such amount shall be held by such Guarantor in trust for the Administrative Agent Agent, the Issuing Lender and 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 applied against 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 Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender 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 Lender 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 Lenders by the Borrower on account of the Borrower Second Priority Term Loan Secured Obligations are paid in full, no Letter of Credit shall be outstanding 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 Second Priority Term Loan Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lendersother Second 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 applied against the Borrower Second 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.