Common use of No Subrogation Clause in Contracts

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor any of the Guarantors hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each any Subsidiary Guarantor hereunderhereunder or any set-off or application of funds of any Subsidiary Guarantor by the Collateral Agent or any Secured Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Collateral Agent or any Holder Secured Party against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Collateral Agent or any Holder Secured Party for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in fullGuarantee Release Date. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of prior to the Guarantor Obligations shall not have been paid in fullGuarantee Release Date, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Collateral Agent and the HoldersSecured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Collateral Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeCollateral Agent, if required), to be applied against Guaranteed Obligations, whether matured or unmatured, in accordance with the Guarantor Obligationsterms and provisions of the Credit Agreement and Security Agreement.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, the Collateral Agent or any Holder against the Company Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, the Collateral Agent or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, the Collateral Agent and the Holders by the Company Issuer on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, the Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each any Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any of the Subsidiary Guarantor Guarantors seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any of the Subsidiary Guarantor Guarantors on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee Guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each any of the Subsidiary Guarantor Guarantors hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Securityholder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Securityholder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Securityholders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersSecurityholders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuer on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuer on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by each any Subsidiary Guarantor hereunderhereunder or any set-off or application of funds of any Subsidiary Guarantor by any Noteholder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Noteholder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Noteholder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Noteholders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersNoteholders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Noteholders in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeNoteholders, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in pro rata amounts respective to the aggregate principal.

No Subrogation. Notwithstanding any payment or payments made by each any of the Subsidiary Guarantor Guarantors hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuers on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuer on account of the Guarantor Obligations are paid in fullfull (other than contingent or indemnification obligations not then asserted or due). If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured.

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary the Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to hereunder or any set-off or application of funds of the rights of Guarantor by the Trustee Agent or any Holder Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Company or Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any other Subsidiary Guarantor or any collateral security or guarantee claim, remedy or right of offset held by subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Trustee Lenders and the Agent against the Borrower or any Holder for security which the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Lenders and the Holders Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by the Company on account of the Guarantor Obligations are paid in fullstatute, under common law or otherwise. If any amount shall be paid to any Subsidiary the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary the Guarantor in trust for the Trustee Agent and the HoldersLenders, segregated from other funds of such Subsidiary the Guarantor, and shall, forthwith upon receipt by such Subsidiary the Guarantor, be turned over to the Trustee Agent in the exact form received by such Subsidiary the Guarantor (duly indorsed endorsed by such Subsidiary the Guarantor to the TrusteeAgent, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, Collateral Agent or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, Collateral Agent or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, Collateral Agent and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunderany of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by the Purchasers, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Purchasers against the Company Borrower or any other Subsidiary Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee or any Holder Purchasers for the payment of the Guarantor Secured Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Borrower on account of the Guarantor Secured Obligations are indefeasibly paid in fullfull in immediately available funds. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Secured Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersPurchasers, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Purchasers in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteePurchasers, if requiredrequired or reasonably requested), to be applied against the Guarantor Secured Obligations, whether matured or unmatured, in such order as the Purchasers may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Subsidiary Guarantor hereunder, no the Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such the Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such the Subsidiary Guarantor, and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Administrative Agent or any Holder Lender against the Company Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Administrative Agent and the Holders Lenders by the Company Borrower on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Administrative Agent and the HoldersLenders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by each a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder holder of the Notes against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder holder of the Notes for the payment of amounts owed by the Guarantor Company and the Subsidiary Guarantors pursuant to this Indenture and the Notes (“Guaranteed Obligations, ”) nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, in each case until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee and the Holdersholders of the Notes, segregated from other funds of such the Subsidiary Guarantor, Guarantor and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each any Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any such Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, hereunder until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each any Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder of any such Security against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder of any such Security for the payment of the Guarantor Obligations, nor shall any of the Subsidiary Guarantor Guarantors seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders of any such Security by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any of the Subsidiary Guarantor Guarantors on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersHolders of any such Security, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, the Notes Collateral Agent or any Holder against the Company Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, the Notes Collateral Agent or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, the Notes Collateral Agent and the Holders by the Company Issuer on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, the Notes Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder holder of the Notes against the Company or any other Subsidiary Guarantor Issuer or any collateral security or guarantee or right of offset held by the Trustee or any Holder holder of the Notes for the payment of amounts owed by the Guarantor Issuer and the Subsidiary Guarantors pursuant to this Indenture and the Notes (“Obligations, ”) nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor Issuer in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee and the Holdersholders of the Notes, segregated from other funds of such the Subsidiary Guarantor, Guarantor and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall will be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall will any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuers on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall will be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall will not have been paid in full, such amount shall will be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shallwill, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuers on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed endorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any Lender, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Administrative Agent, the Collateral Agent or any Holder Lender against the Company Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Administrative Agent, the Collateral Agent or any Holder Lender for the payment of the Guarantor Borrower Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing this Agreement terminates pursuant to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in fullSection 8.15. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all prior to termination of the Guarantor Obligations shall not have been paid in fullthis Agreement pursuant to Section 8.15, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Administrative Agent, the Collateral Agent and the HoldersLenders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Collateral Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeCollateral Agent, if required), to be applied against the Guarantor Borrower Obligations, whether matured or unmatured, in accordance with Section 6.5.

No Subrogation. Notwithstanding any payment or payments made by each any of the Subsidiary Guarantor Guarantors hereunder, no or any set-off or application of funds of any of the Subsidiary Guarantor Guarantors by the Trustee or any Holder, or the receipt of any amounts by the Trustee or any Holder with respect to any of the Guaranteed Obligations, none of the Subsidiary Guarantors shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any the other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, Guarantors nor shall any of the Subsidiary Guarantor seek or be entitled to Guarantors seek any contribution or reimbursement from the Company or any of the other Subsidiary Guarantor Guarantors in respect of payments made by such Subsidiary Guarantor hereunderin connection with the Guaranteed Obligations, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in fullGuaranty Discharge Date. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of prior to the Guarantor Obligations shall not have been paid in fullGuaranty Discharge Date, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersTrustee, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed endorsed by such Subsidiary Guarantor to the Trustee, if required), ) to be applied against the Guarantor Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Indenture.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Trustee or any other Secured Party, no Subsidiary the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder other Secured Party against the Company or any other Subsidiary Guarantor Co-Issuers or any collateral security or guarantee or right of offset held by the Trustee or any Holder other Secured Party for the payment of the Guarantor Co-Issuer Obligations, nor shall any Subsidiary the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor Co-Issuers in respect of payments made by such Subsidiary the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in fullTermination Date. If any amount shall be paid to any Subsidiary the Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of the Guarantor Co-Issuer Obligations shall not have been paid in full, such amount, up to the amount of any such Co-Issuer Obligations, shall be held by such Subsidiary the Guarantor in trust for the Trustee and the Holdersother Secured Parties, segregated from other funds of such Subsidiary the Guarantor, and shall, forthwith upon receipt by such Subsidiary the Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary the Guarantor (duly indorsed endorsed by such Subsidiary the Guarantor to the Trustee, if required), to be applied against the Guarantor Co-Issuer Obligations, whether matured or unmatured, in such order as the Trustee may determine in accordance with the Indenture.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuers on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.. 106

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Administrative Agent or any other Subsidiary Secured Party against the US Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee Administrative Agent or any Holder other Secured Party for the payment of the Guarantor US Borrower Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company US Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, in each case, until all amounts owing to the Trustee and the Holders by the Company on account Discharge of the Guarantor Obligations are paid in fullUS Obligations. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor US Borrower Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Administrative Agent and the Holdersother Secured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeAdministrative Agent, if required), to be applied against in such order as set forth in Section 6.5 hereof irrespective of the Guarantor Obligationsoccurrence or the continuance of any Event of Default.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuers on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, the Collateral Agent or any Holder against the Company Co-Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, the Collateral Agent or any Holder for the payment of the Guarantor Note Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Co-Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, the Collateral Agent and the Holders by the Company Co-Issuers on account of the Guarantor Note Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Note Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, the Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary the Guarantor hereunder, no Subsidiary or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Administrative Agent or any Holder Lender against the Company Borrowers or any other Subsidiary Guarantor or against any collateral security or guarantee or right of offset held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Subsidiary the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor Borrowers in respect of payments made by such Subsidiary the Guarantor 4 4 hereunder, until all amounts owing to the Trustee Administrative Agent and the Holders Lenders by the Company Borrowers on account of the Guarantor Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Subsidiary the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary the Guarantor in trust for the Trustee Administrative Agent and the HoldersLenders, segregated from other funds of such Subsidiary the Guarantor, and shall, forthwith upon receipt by such Subsidiary the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such Subsidiary the Guarantor (duly indorsed by such Subsidiary the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, the Notes Collateral Agent or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, the Notes Collateral Agent or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, the Notes Collateral Agent and the Holders by the Company Issuers on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, the Notes Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

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

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Administrative Agent or any Holder Lender against the Company or any other Subsidiary Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Secured Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to of the Trustee Secured Obligations are Paid in Full, no Letter of Credit shall be outstanding and the Holders by the Company on account of the Guarantor Obligations Commitments are paid in fullterminated. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Administrative Agent and the HoldersLenders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Guarantor Secured Obligations, whether matured or unmatured, in the order set forth in the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments -------------- made by each Subsidiary Guarantor hereunder, no each Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any each Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such each Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any each Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such each Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such each Subsidiary Guarantor, and shall, forthwith upon receipt by such each Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such each Subsidiary Guarantor (duly indorsed by such each Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each the Subsidiary Guarantor hereunder, no the Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Subsidiary Guarantee Obligations, nor shall any the Subsidiary Guarantor seek or be 100 entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such the Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Subsidiary Guarantee Obligations are paid in full. If any amount shall be paid to any the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Subsidiary Guarantee Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such the Subsidiary Guarantor, and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Subsidiary Guarantee Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuers on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Securities Guarantor hereunder, no Subsidiary Securities Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Securities Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Securities Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Securities Guarantor in respect of payments made by such Subsidiary Securities Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Securities Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Securities Guarantor in trust for the Trustee and 107 the Holders, segregated from other funds of such Subsidiary Securities Guarantor, and shall, forthwith upon receipt by such Subsidiary Securities Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Securities Guarantor (duly indorsed by such Subsidiary Securities Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Parent or the Subsidiary Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuers on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Odeon Guarantor hereunder, no Subsidiary Odeon Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Odeon Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Odeon Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Odeon Guarantor in respect of payments made by such Subsidiary Odeon Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuer on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Odeon Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Odeon Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Odeon Guarantor, and shall, forthwith upon receipt by such Subsidiary Odeon Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Odeon Guarantor (duly indorsed by such Subsidiary Odeon Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Bondholder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee Guarantee or right of offset held by the Trustee or any Holder Bondholder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Bondholders by the Company on account of the Guarantor Obligations Bonds are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations Bonds shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersBondholders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Trustee or any other Secured Party, no Subsidiary the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder other Secured Party against the Company Co-Issuers or any other Subsidiary Guarantor Securitization Entity or any collateral security or guarantee or right of offset held by the Trustee or any Holder other Secured Party for the payment of the Guarantor Co-Issuer Obligations, nor shall any Subsidiary the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Co-Issuers or any other Subsidiary Guarantor Securitization Entity in respect of payments made by such Subsidiary the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in fullTermination Date. If any amount shall be paid to any Subsidiary the Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of the Guarantor Co-Issuer Obligations shall not have been paid in full, such amount shall be held by such Subsidiary the Guarantor in trust for the Trustee and the Holdersother Secured Parties, segregated from other funds of such Subsidiary the Guarantor, and shall, forthwith upon receipt by such Subsidiary the Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary the Guarantor (duly indorsed endorsed by such Subsidiary the Guarantor to the Trustee, if required), to be applied against the Guarantor Co-Issuer Obligations, whether matured or unmatured, in such order as the Trustee may determine in accordance with the Indenture.

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, the Collateral Agent and the Holders by the Company Issuers on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.. 85 77

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.. ARTICLE XI

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Support L/C Provider, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Support L/C Provider against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Support L/C Provider for the payment of the Guarantor Company Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Support L/C Provider by the Company on account of the Guarantor Company Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Company Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersSupport L/C Provider, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Support L/C Provider in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeSupport L/C Provider, if required), to be applied against the Guarantor Company Obligations, whether matured or unmatured, in such order as the Support L/C Provider may determine.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee 58 65 or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each any of the Subsidiary Guarantor Guarantors hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Securityholder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Securityholder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Securityholders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account 96 88 of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersSecurityholders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunderhereunder and to the extent lawful, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee Guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Notes Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Notes Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Guaranteed Obligations in respect of the applicable series of Notes are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations in respect of the applicable series of Notes shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersHolders of such series of Notes, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor ObligationsGuaranteed Obligations in respect of such series of Notes .

No Subrogation. Notwithstanding any payment or payments made by each any of the Subsidiary Guarantor Guarantors hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Securityholder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Securityholder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Securityholders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such 83 77 Subsidiary Guarantor in trust for the Trustee and the HoldersSecurityholders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Administrative Agent or any other Subsidiary Secured Party against the BVI Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee Administrative Agent or any Holder other Secured Party for the payment of the Guarantor BVI Borrower Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company BVI Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, in each case, until all amounts owing to the Trustee and the Holders by the Company on account Discharge of the Guarantor Obligations are paid in fullBVI Obligations. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor BVI Borrower Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Administrative Agent and the Holdersother Secured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the TrusteeAdministrative Agent, if required), to be applied against in such order as set forth in Section 6.5 hereof irrespective of the Guarantor Obligationsoccurrence or the continuance of any Event of Default.

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

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company Issuer on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each any Subsidiary Guarantor hereunderhereunder or any set-off or application of funds of any Subsidiary Guarantor by any Fixed Rate Note Holder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Fixed Rate Note Holder against the Company Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Fixed Rate Note Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in fullTermination Date. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of prior to the Guarantor Obligations shall not have been paid in fullTermination Date, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Fixed Rate Note Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be until either turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), Fixed Rate Note Holders to be applied against the Guarantor ObligationsGuaranteed Obligations or the Termination Date.

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, the Notes Collateral Agent or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, the Notes Collateral Agent or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, the Notes Collateral Agent and the Holders by the Company on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, the Notes Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary a Additional Note Guarantor hereunder, no Subsidiary such Additional Note Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Additional Note Guarantee Obligations, nor shall any Subsidiary such Additional Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Additional Note Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Additional Note Guarantee Obligations are paid in full. If any amount shall be paid to any Subsidiary such Additional Note Guarantor on account of such subrogation rights at any time when all of the Guarantor Additional Note Guarantee Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor eircom in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Additional Note Guarantor, and shall, forthwith upon receipt by such Subsidiary Additional Note Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Additional Note Guarantor (duly indorsed by such Subsidiary Additional Note Guarantor to the Trustee, if required), to be applied against the Guarantor Additional Note Guarantee Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary any Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee, the Collateral Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations. The Company shall be liable for any breach by any Guarantor of such Guarantor’s obligation under this Section 10.03.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Noteholder against the Company Issuer or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Noteholder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Noteholders by the Company Issuer on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the HoldersNoteholders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by each any of the Subsidiary Guarantor Guarantors hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, the Collateral Agent or any Holder against the Company any of the Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, the Collateral Agent or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, the Collateral Agent and the Holders by the Company Issuers on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, the Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Trustee, the Collateral Agent or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, the Collateral Agent or any Holder for the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunderhereunder (including, without limitation, under Section 9.3), until all amounts owing to the Trustee Trustee, the Collateral Agent and the Holders by the Company Issuers on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee Trustee, the Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall will be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company Issuers or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee Trustee, any Agent or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall will any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee Trustee, any Agent and the Holders by the Company Issuers on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall will be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall will not have been paid in full, such amount shall will be held by such Subsidiary Guarantor in trust for the Trustee Trustee, any Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shallwill, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by each a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder holder of the Notes against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder holder of the Notes for the payment of amounts owed by the Guarantor Company and the Subsidiary Guarantors pursuant to this Indenture and the Notes (“Guaranteed Obligations, ”) nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Guaranteed Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee and the Holdersholders of the Notes, segregated from other funds of such the Subsidiary Guarantor, Guarantor and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Guaranteed Obligations.