Common use of No Subrogation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by THE GUARANTOR HEREBY WAIVES (FOR ALL PERIODS OF TIME THAT THE GUARANTEED OBLIGATIONS HAVE NOT BEEN IRREVOCABLY PAID IN FULL) ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY, CONTRIBUTION OR REIMBURSEMENT, ANY BENEFIT OF, OR RIGHT TO ENFORCE ANY REMEDY THAT THE GUARANTEED PARTIES NOW HAVE OR MAY HEREAFTER HAVE AGAINST EACH OF THE RELEVANT SUBSIDIARIES IN RESPECT OF THE GUARANTEED OBLIGATIONS, OR ANY PROPERTY, NOW OR HEREAFTER HELD BY THE AGENT, THE COLLATERAL AGENT, THE TRUSTEE OR THE PURCHASERS AS SECURITY FOR THE GUARANTEED OBLIGATIONS AND ANY AND ALL SIMILAR RIGHTS THE GUARANTOR MAY HAVE AGAINST EACH OF THE RELEVANT SUBSIDIARIES UNDER APPLICABLE LAW OR OTHERWISE. If, notwithstanding the Borrower hereunderforegoing, or any set-off or application of funds of the Borrower by the Administrative Agent or any Lender, the Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower seek or be entitled to seek any contribution or reimbursement from any Subsidiary Borrower in respect of payments made by the Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to the Borrower Guarantor on account of any such subrogation subrogation, indemnity, contribution or reimbursement rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fulltime, such amount shall be held by the Borrower in trust for the Administrative benefit of the Guaranteed Parties and shall forthwith be paid to the Trustee to be credited and applied against the Guaranteed Obligations, whether matured, unmatured, absolute or contingent, as the Agent and the Lenders, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Administrative Agent Trustee may see fit in the exact form received by the Borrower (duly indorsed by the Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determinetheir discretion.

No Subrogation. Notwithstanding any payment or payments made by any of the Borrower hereunder, Subsidiary Guarantors hereunder or any set-off or application of funds of any of the Borrower Subsidiary Guarantors by the Administrative Agent or any LenderBank, the Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Bank against the Borrower, Kimco or any Lender against any other Subsidiary Borrower or against any collateral security Guarantor or guarantee or right of offset held by the Administrative Agent or any Lender Bank for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower any Subsidiary Guarantor seek (including by taking any action or commencing any proceeding against any Obligor or any Obligor's successors and assigns, whether in connection with a bankruptcy proceeding or otherwise) or be entitled to seek any contribution or reimbursement from the Borrower, Kimco, any other Subsidiary Borrower Guarantor in respect of payments made by the Borrower hereunder, such Subsidiary Guarantor hereunder until all amounts owing to the Administrative Agent and Bank by the Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower Obligations are paid in full in cash and the Commitments are Commitment is terminated. If any amount shall be paid to the Borrower any Subsidiary Guarantor on account of such subrogation rights or rights of contribution or reimbursement at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fullfull in cash, such amount shall be held by the Borrower such Subsidiary Guarantor in trust for the Administrative Agent and the LendersBank, shall be segregated from other funds of the Borrowersuch Subsidiary Guarantor, and shall, forthwith upon receipt by the Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Agent Bank in the exact form received by the Borrower such Subsidiary Guarantor (duly indorsed endorsed by the Borrower such Subsidiary Guarantor to the Administrative AgentBank, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent Bank may determine.

No Subrogation. Notwithstanding any payment or payments made by any of the Borrower hereunder, Foreign Obligations Guarantors hereunder or any set-off or appropriation and application of funds of any of the Borrower Foreign Obligations Guarantors by the Administrative Collateral Agent or any Lenderother Foreign Obligations Secured Party, the Borrower no Foreign Obligations Guarantor shall not be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Foreign Obligations Guarantor hereby waives such rights to the extent permitted by applicable law) of the Administrative Collateral Agent or any Lender other Foreign Obligations Secured Party against any Subsidiary the Parent Borrower or against any other Foreign Obligations Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender other Foreign Obligations Secured Party for the payment of any of the Subsidiary Borrower Foreign Obligations, nor shall the Borrower any Foreign Obligations Guarantor seek or be entitled to seek any contribution contribution, indemnifications or reimbursement from the Parent Borrower or any Subsidiary Borrower other Foreign Obligations Guarantor or other guarantor in respect of payments made by the Borrower hereundersuch Foreign Obligations Guarantor hereunder in each case, until all amounts owing to the Administrative Collateral Agent and the Lenders by any Subsidiary Borrower other Foreign Obligations Secured Parties on account of the Subsidiary Borrower Foreign Obligations under the Credit Documents are paid in full and the Commitments thereunder are terminatedterminated and no Spanish Letters of Credit shall be outstanding or the Spanish Letters of Credit Outstanding have been Cash Collateralized, otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent. If any amount shall be paid to the Borrower any Foreign Obligations Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Foreign Obligations shall not have been paid in full, such amount shall be held by the Borrower such Foreign Obligations Guarantor in trust for the Administrative Collateral Agent and the Lendersother Foreign Obligations Secured Parties, segregated from other funds of the Borrowersuch Foreign Obligations Guarantor, and shall, forthwith upon receipt by the Borrowersuch Foreign Obligations Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Borrower such Foreign Obligations Guarantor (duly indorsed by the Borrower such Foreign Obligations Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Borrower Foreign Obligations, whether matured due or unmaturedto become due, in such order as the Administrative Collateral Agent may determine. Each Foreign Obligations Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Foreign Obligations Guarantor may have against Parent Borrower or against any collateral or security, and any rights of contribution such Foreign Obligations Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights the Collateral Agent or any Foreign Obligations Secured Party may have against Parent Borrower, to all right, title and interest the Collateral Agent or any Foreign Obligations Secured Party may have in any such collateral or security, and to any right the Collateral Agent or any Foreign Obligations Secured Party may have against such other guarantor.

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any Lender, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary Borrower Borrower, any other Loan Party with Primary Obligations, or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Primary Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from any Subsidiary Borrower Borrower, any other Loan Party with Primary Obligations, or any other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower the Loan Parties on account of the Subsidiary Borrower Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Primary Obligations shall not have been paid in fullfull (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Primary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, Company hereunder or any set-off or application of funds of the Borrower Company by the Administrative Agent Agent, any Lender or any LenderIssuing Bank, the Borrower Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent Agent, any Lender or any Lender Issuing Bank against the Subsidiary Borrowers or any Subsidiary Borrower or against any collateral security guarantor or guarantee or right of offset held by the Administrative Agent Agent, any Lender or any Lender Issuing Bank for the payment of the Subsidiary Borrower Obligations, Obligations nor shall the Borrower Company seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any Subsidiary Borrower guarantor in respect of payments made by the Borrower hereunderCompany under this guarantee, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower Obligations are paid in full in immediately available funds and the Commitments have been terminated. All rights and claims of the Company based upon or relating to any right of contribution, reimbursement, indemnification or subrogation against the Subsidiary Borrowers or any guarantor shall be fully subordinated to the Subsidiary Obligations until the Subsidiary Obligations are paid in full in immediately available funds and the Commitments have been terminated. If any amount shall be paid to the Borrower Company on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fullfull in immediately available funds, such amount shall be held by the Borrower in trust Company for the benefit of the Administrative Agent Agent, the Lenders and the Lenders, segregated from other funds of the BorrowerIssuing Banks, and shall, forthwith upon receipt by the BorrowerCompany, be turned over to the Administrative Agent in the exact form received by the Borrower Company (duly indorsed by the Borrower Company to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, Obligations whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. (a) Notwithstanding any payment or payments made by the Borrower hereunder, any Subsidiary Guarantor hereunder or any set-off or application of funds of the Borrower any Subsidiary Guarantor by the Administrative Collateral Agent or any LenderSecured Party, the Borrower no Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against any Subsidiary the Borrower or against any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower any Subsidiary Guarantor seek or be entitled to seek any contribution (including pursuant to Section 2.2, above), indemnification or reimbursement from the Borrower or any other Subsidiary Borrower Guarantor in respect of payments made by the Borrower such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Secured Parties by any Subsidiary the Borrower on account of the Subsidiary Borrower Obligations are unconditionally paid in full full, in immediately available funds (other than contingent indemnification obligations in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Borrower Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time), no Letter of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized or backstopped in a manner reasonably acceptable to the relevant Issuing Lender and the Administrative Agent) and the Commitments are terminated. . (b) If any amount shall be paid to the Borrower any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fullfull (other than contingent indemnification obligations in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Borrower Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time), such amount shall be held by the Borrower such Subsidiary Guarantor in trust for the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of the Borrowersuch Subsidiary Guarantor, and shall, forthwith upon receipt by the Borrowersuch Subsidiary Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Borrower such Subsidiary Guarantor (duly indorsed by the Borrower such Subsidiary Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine. (c) Each Subsidiary Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Subsidiary Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Subsidiary Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights the Collateral Agent may have against Borrower, to all right, title and interest the Collateral Agent may have in any such collateral or security, and to any right the Collateral Agent may have against such other guarantor.

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Collateral Agent or any LenderSecured Party, the Borrower no Guarantor shall not be entitled to seek or enforce its right to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against any Subsidiary the Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Secured Parties by any Subsidiary the Borrower on account of the Subsidiary Borrower Obligations are paid in full and the Commitments are terminatedSecured Debt Termination Date with respect to the First Lien Debt shall have occurred. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fullfull or such payment is otherwise prohibited pursuant to the immediately preceding sentence, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the US Borrower hereunder, or any set-off or application of funds of the US Borrower by the Administrative Agent or any Lender, or the receipt of any amounts by the Administrative Agent or any Lender with respect to any of the US Borrower Guaranteed Obligations, the US Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Canadian Borrower or any Subsidiary Borrower other guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary US Borrower Obligations, Guaranteed Obligations nor shall the US Borrower seek or be entitled to seek any contribution or reimbursement from the Canadian Borrower or any Subsidiary Borrower of the other guarantors in respect of payments made by the US Borrower hereunderin connection with the US Borrower Guaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower on account of the Subsidiary US Borrower Guaranteed Obligations are paid in full and the Commitments are Aggregate Commitment is terminated. If any amount shall be paid to the US Borrower on account of such subrogation rights at any time when all of the Subsidiary US Borrower Guaranteed Obligations shall not have been paid in full, such amount shall be held by the US Borrower in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the US Borrower, and shall, forthwith upon receipt by the US Borrower, be turned over to the Administrative Agent in the exact form received by the US Borrower (duly indorsed endorsed by the US Borrower to the Administrative Agent, if required), ) to be applied against the Subsidiary US Borrower Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineset forth herein.

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, under subsection 11.1 or any set-off or application of funds of the Borrower by the Administrative Agent or any Lender, the Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary the Permitted Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Permitted Borrower's Obligations, nor shall the Borrower seek or be entitled to seek any contribution or reimbursement from any Subsidiary the Permitted Borrower in respect of payments made by the Borrower hereunderunder subsection 11.1, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary the Permitted Borrower on account of the Subsidiary Borrower Permitted Borrower's Obligations are paid in full and the Commitments are terminatedfull. If any amount shall be paid to the Borrower on account of such subrogation rights at any time when all of the Subsidiary Borrower Permitted Borrower's Obligations shall not have been paid in full, such amount shall be held by the Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Administrative Agent in the exact form received by the Borrower (duly indorsed by the Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Permitted Borrower's Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, under subsection 11.1 or any set-off or application of funds of the Borrower by the Administrative Agent or any Lender, the Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary the Permitted Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Permitted Borrower’s Obligations, nor shall the Borrower seek or be entitled to seek any contribution or reimbursement from any Subsidiary the Permitted Borrower in respect of payments made by the Borrower hereunderunder subsection 11.1, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary the Permitted Borrower on account of the Subsidiary Borrower Permitted Borrower’s Obligations are paid in full and the Commitments are terminatedfull. If any amount shall be paid to the Borrower on account of such subrogation rights at any time when all of the Subsidiary Borrower Permitted Borrower’s Obligations shall not have been paid in full, such amount shall be held by the Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Administrative Agent in the exact form received by the Borrower (duly indorsed by the Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Permitted Borrower’s Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any LenderGuaranteed Creditor, the Borrower no Guarantor shall not be entitled to be subrogated exercise any right of subrogation to any of the rights of the Administrative Agent Guaranteed Creditor against any Borrower or any Lender against any Subsidiary Borrower other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Creditor for the payment of the Subsidiary Borrower Guarantor Obligations, nor shall the Borrower any Guarantor seek or be entitled to exercise any right to seek any indemnity, exoneration, participation, contribution or reimbursement from any Subsidiary Borrower or any other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower Guaranteed Creditors on account of the Subsidiary Borrower Guarantor Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Guarantor Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) or any of the Aggregate Commitments are in effect, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the BorrowerGuaranteed Creditors, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the US Administrative Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the US Administrative Agent, if required), to be applied against the Subsidiary Borrower Guarantor Obligations, whether matured or unmatured, in such order as accordance with Section 11.02(c) of the Administrative Agent may determineCredit Agreement.

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, Company hereunder or any set-off or application of funds of the Borrower Company by the Administrative Agent or any Lender, the Borrower Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Foreign Subsidiary Borrowers or any, the Subsidiaries, any Subsidiary Borrower Guarantor or against any other guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations, Obligations nor shall the Borrower Company seek or be entitled to seek any contribution or reimbursement from the Foreign Subsidiary Borrowers or any, the Subsidiaries, any Subsidiary Borrower Guarantor or any other guarantor in respect of payments made by the Borrower hereunderCompany under this Guarantee, until all amounts owing to the Administrative Agent and the Lenders by any the Foreign Subsidiary Borrower Borrowers and the Subsidiaries on account of the Subsidiary Borrower Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Borrower Company on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fullfull in immediately available funds, such amount shall be held by the Borrower in trust Company for the benefit of the Administrative Agent and the Lenders, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the BorrowerCompany, be turned over to the Administrative Agent in the exact form received by the Borrower Company (duly indorsed by the Borrower Company to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, Obligations whether matured or unmatured, in such order as the Administrative Agent may determine.. #93177127v17

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, Company hereunder or any set-off or application of funds of the Borrower Company by the Administrative Agent or Agent, any Lender, any Hedge Bank or any Cash Management Bank, the Borrower Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent Agent, any Lender, any Hedge Bank or any Lender Cash Management Bank against any Subsidiary the European Borrower or against any collateral security guarantor or guarantee or right of offset held by the Administrative Agent Agent, any Lender, any Hedge Bank or any Lender Cash Management Bank for the payment of the Subsidiary Borrower Obligations, Guaranteed Obligations nor shall the Borrower Company seek or be entitled to seek any contribution or reimbursement from the European Borrower or any Subsidiary Borrower guarantor in respect of payments made by the Borrower hereunderCompany under this Guarantee, until all amounts owing to the Administrative Agent Agent, the Lenders, any Hedge Bank and any Cash Management Bank by the Lenders by any Subsidiary European Borrower on account of the Subsidiary Borrower Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) are paid in full and in immediately available funds, the Commitments are terminatedhave been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent. If any amount shall be paid to the Borrower Company on account of such subrogation rights at any time when all of the Subsidiary Borrower Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) shall not have been paid in fullfull in immediately available funds, such amount shall be held by the Borrower in trust Company for the benefit of the Administrative Agent and Agent, the Lenders, segregated from other funds of the Borrowerany Hedge Bank and any Cash Management Bank, and shall, forthwith upon receipt by the BorrowerCompany, be turned over to the Administrative Agent in the exact form received by the Borrower Company (duly indorsed by the Borrower Company to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, Guaranteed Obligations whether matured or unmatured, in such order as the Administrative Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the Parent Borrower hereunder, or any set-off setoff or application of funds of the Parent Borrower by the Administrative Agent or any Lender, the Parent Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations of the Subsidiary Borrower ObligationsBorrowers, nor shall the Parent Borrower seek or be entitled to seek any contribution contribution, reimbursement, exoneration or reimbursement indemnity from or against any Subsidiary Borrower in respect of payments made by the Parent Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by any the Subsidiary Borrower Borrowers on account of the Subsidiary Borrower their Obligations are paid in full and the Commitments are terminated. If So long as any Obligations of any Subsidiary Borrower remain outstanding, if any amount shall be paid by or on behalf of any Subsidiary Borrower or any other Person to the Parent Borrower on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid rights waived in fullthis Section 11.20, such amount shall be held by the Parent Borrower in trust for the Administrative Agent and the Lenderstrust, segregated from other funds of the Parent Borrower, and shall, forthwith upon receipt by the Parent Borrower, be turned over to the Administrative Agent in the exact form received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative Agent, if required), to be applied against the Obligations of the Subsidiary Borrower ObligationsBorrowers, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Pledgor hereunder or any set-off or application of funds of the Borrower any Pledgor by the Administrative Agent or any LenderSecured Creditor, the Borrower no Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent any Secured Creditor against any Borrower or any Lender against any Subsidiary Borrower other Pledgor or against any collateral security or pledge or guarantee or right of offset held by the Administrative Agent or any Lender Secured Creditor for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower any Pledgor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from any Subsidiary Borrower or any other Pledgor in respect of payments made by the Borrower such Pledgor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower Secured Creditors on account of the Subsidiary Borrower Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to the Borrower any Pledgor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.01(b)(iii) of the Credit Agreement) or any of the Aggregate Commitments are in effect, such amount shall be held by the Borrower such Pledgor in trust for the Administrative Agent and the Lenders, segregated from other funds of the BorrowerSecured Creditors, and shall, forthwith upon receipt by the Borrowersuch Pledgor, be turned over to the US Administrative Agent in the exact form received by the Borrower such Pledgor (duly indorsed by the Borrower such Pledgor to the US Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 11.02(c) of the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative any Agent or any Lender, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative any Agent or any Lender for the payment of the Subsidiary Borrower Obligations or the Guarantor Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from any Subsidiary Borrower or any other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent Agents and the Lenders by the Borrowers on account of the Borrower Obligations, and all amounts owing to the Agents and the Lenders by any Subsidiary Borrower other Guarantor on account of the Subsidiary Borrower Obligations are paid Guarantor Obligations, shall have been satisfied by indefeasible payment in full in cash (in each case, other than with respect to contingent indemnification obligations to the extent no claim has been asserted), no Letter of Credit Obligation shall be outstanding and the Commitments are shall have been terminated. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations and the Guarantor Obligations shall not have been paid in full, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent Agents and the Lenders, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Borrower Obligations and 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 the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any Lender, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Secured Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower Secured Obligations are paid Paid in full Full; provided, however, that each Guarantor agrees that such right of subrogation shall be automatically (without any further action) and irrevocably waived and released in its entirety if any Collateral is acquired by a Person as a result of the Commitments are terminatedexercise of remedies under the Loan Documents, a court order or a plan of reorganization or similar dispositive plan. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Secured Obligations shall not have been paid Paid in fullFull (or when such right of subrogation shall have been waived), such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be promptly turned over to the Administrative Agent in the exact form received by the Borrower such Guarantor (duly indorsed (but without any representation or warranty) by the Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Secured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Administrative Agent may determine.provisions of Section 2.10.2 of the Credit Agreement. [Biotricity] Guarantee and Collateral Agreement

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower Matria hereunder, or any set-off or application of funds of the Borrower Matria by the Administrative Agent or any Lender, the Borrower Matria shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary Borrower the Borrowers or against any collateral Collateral or other security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower Matria seek or be entitled to seek any contribution or reimbursement from any Subsidiary Borrower of the Borrowers in respect of payments made by the Borrower Matria hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower the Borrowers on account of the Subsidiary Borrower 105 113 Obligations are paid in full full, all Letters of Credit have expired or terminated and the Commitments are have been terminated. If any amount shall be paid to the Borrower Matria on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full, such amount shall be held by the Borrower Matria in trust for the Administrative Agent and the Lenders, segregated from other funds of the BorrowerMatria, and shall, forthwith upon receipt by the BorrowerMatria, be turned over to the Administrative Agent in the exact form received by the Borrower Matria (duly indorsed endorsed by the Borrower Matria to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Section shall survive the termination of this Agreement and the payment in full of the Obligations, the termination or expiration of all Letters of Credit and the termination of the Commitments.

No Subrogation. Notwithstanding any payment or payments made or caused to be made by the Borrower Guarantor hereunder, or any set-off or application of funds of the Borrower by the Administrative Agent or any Lender, the Borrower Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower ObligationsLenders, nor shall the Borrower seek or be entitled to Guarantor seek any contribution reimbursement or reimbursement indemnification from any Subsidiary the Borrower in respect of payments made or caused to be made by Guarantor hereunder prior to the date when (a) all of the Guaranteed Obligations and all other amounts payable under this Guarantee shall have been paid in full in cash or by wire transfer of immediately available funds; and (b) the Commitments shall have been terminated and all Advances, interest thereon and all other amounts owing by the Borrower hereunder, until all amounts owing to under the Administrative Agent and the Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower Obligations are Credit Agreement shall have been paid in full and the Commitments are terminatedin cash or by wire transfer of immediately available funds. If any amount shall be paid to the Borrower on account Guarantor as a result of such subrogation rights at any time prior to the date when (i) all of the Subsidiary Borrower Guaranteed Obligations and all other amounts payable under this Guarantee shall not have been paid in fullfull in cash or by wire transfer of immediately available funds; and (ii) the Commitments shall have been terminated and all Advances, interest thereon and all other amounts owing by the Borrower under the Credit Agreement shall have been paid in full in cash or by wire transfer of immediately available funds, such amount shall be held by the Borrower Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the BorrowerGuarantor, and shall, forthwith upon receipt by the Borrower, shall be turned over to the Administrative Agent for the benefit of the Lenders, in the exact form received by the Borrower Guarantor (duly indorsed endorsed by the Borrower Guarantor to the Administrative AgentAgent for the benefit of itself and the other Lenders, if required), to be applied against obligations of the Subsidiary Borrower Obligations, whether matured or unmatured, under the Credit Agreement in such order as the Administrative Agent acting pursuant to the Credit Agreement may determineelect.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any Lender, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower, any Subsidiary Borrower other Loan Party or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower ObligationsPrimary Obligations of the Loan Parties, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower, any Subsidiary Borrower other Loan Party or any other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower the Loan Parties on account of the Subsidiary Primary Obligations (other than indemnification or reimbursement obligations under Sections 2.18, 2.19(a), 2.19(d) or 2.20 of the Credit Agreement for which the Borrower Obligations has not been notified and contingent indemnification obligations) are paid in full and the Commitments are terminated. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Primary Obligations of the Loan Parties (other than indemnification or reimbursement obligations under Sections 2.18, 2.19(a), 2.19(d) or 2.20 of the Credit Agreement for which the Borrower Obligations has not been notified and contingent indemnification obligations) shall not have been paid in full, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Borrower ObligationsPrimary Obligations of the Loan Parties, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any Lender, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary the Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary the Borrower on account of the Subsidiary Borrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations (other than, in each case, indemnities and other contingent Obligations not then due and payable) shall not have been paid in full, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact same form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, then due in such order as set forth in the Administrative Agent may determineCredit Agreement or as set forth in Section 6.5 hereof (as applicable).

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any LenderGuaranteed Party, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of any Guaranteed Party against any of the Administrative Agent Borrower or any Lender against any Subsidiary Borrower other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent Collateral Trustee, DOE, FFB or any Lender other Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and Guaranteed Parties by the Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower Guaranteed Obligations are paid in full (other than unasserted contingent indemnity obligations) and the Commitments are terminatedall Loan Commitment Amounts have been reduced to zero. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Guaranteed Obligations shall not have been paid in fullfull (other than unasserted contingent indemnity obligations) or all Loan Commitment Amounts have not been reduced to zero, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the LendersGuaranteed Parties, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Agent Collateral Trustee (or, if all Liens on the Collateral granted under the Security Documents shall have been released, to DOE) in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative AgentCollateral Trustee (or DOE, if requiredas applicable), to be applied against the Subsidiary Borrower relevant Guaranteed Obligations, whether matured or unmatured, in such order as specified in the Administrative Agent may determinerelevant Loan Documents.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Collateral Agent or any LenderSecured Party, the Borrower no Guarantor shall not be entitled to seek or enforce its right to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against any Subsidiary the Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders Secured Parties by any Subsidiary the Borrower on account of the Subsidiary Borrower Obligations are paid in full (other than contingent indemnification obligations for which no claim has been asserted) and the Commitments are terminatedSecured Debt Termination Date with respect to the First Lien Debt shall have occurred. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fullfull or such payment is otherwise prohibited pursuant to the immediately preceding sentence, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Collateral Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Collateral Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine.

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

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

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

No Subrogation. (a) Notwithstanding any payment made by any Subsidiary Guarantor hereunder 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 Collateral Agent or any Secured Party against the US Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any Secured Party for the payment of the Domestic Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the US Borrower or any other Subsidiary Guarantor in respect of payments made by the Borrower such Subsidiary Guarantor hereunder, until all amounts owing to the Collateral Agent and the Secured Parties by the US Borrower on account of the Domestic Obligations are paid in full, no Accommodation shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Domestic Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Collateral Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Collateral Agent, if required), to be applied against the Domestic Obligations, whether matured or unmatured, in accordance with the Sharing Agreement. (b) Notwithstanding any payment made by the US Borrower hereunder or any set-off or application of funds of the US Borrower by the Administrative Collateral Agent or any LenderSecured Party, the US Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Collateral Agent or any Lender Secured Party against any Foreign Subsidiary Borrower or against any collateral security or guarantee or right of offset held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Foreign Obligations, nor shall the US Borrower seek or be entitled to seek any contribution or reimbursement from any Foreign Subsidiary Borrower in respect of payments made by the US Borrower hereunder, until all amounts owing to the Administrative Collateral Agent and the Lenders by any Subsidiary Borrower Secured Parties on account of the Subsidiary Borrower Foreign Obligations are paid in full full, no Accommodation shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Borrower on account of such subrogation rights at any time when all of the Subsidiary Borrower Foreign Obligations shall not have been paid in full, such amount shall be held by the US Borrower in trust for the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of the Borrower, US Borrower and shall, forthwith upon receipt by the US Borrower, be turned over to the Administrative Collateral Agent in the exact form received by the US Borrower (duly indorsed by the US Borrower to the Administrative Collateral Agent, if required), 11 8 to be applied against the Subsidiary Borrower Foreign Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineSharing Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any Lender, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Company or the Borrowing Subsidiaries, as applicable, or any Subsidiary Borrower other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Company Obligations or the Borrowing Subsidiaries Obligations, as applicable, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or the Borrowing Subsidiaries, as applicable, or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent Loans, the Reimbursement Obligations and the Lenders by any Subsidiary Borrower on account other obligations under the Loan Documents (other than obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements or obligations in respect of indemnities or expense reimbursement obligations for which no amount is claimed owing at the Subsidiary Borrower Obligations are time) shall have been paid in full full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding (other than those Letters of Credit to which the Commitments are terminatedapplicable Issuing Lender has agreed to an alternate arrangement). If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of any Loans, any Reimbursement Obligations or any other obligations under the Subsidiary Borrower Obligations shall Loan Documents have not have been paid in full, the Revolving Commitments have not been terminated or any Letters of Credit shall be outstanding, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrowersuch Guarantor, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Company Obligations or the Borrowing Subsidiaries Obligations, as applicable, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

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

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

No Subrogation. Contribution, Reimbursement or Indemnity. Notwithstanding any payment or payments made by anything to the Borrower hereundercontrary in this Section 10, or any set-off or application of funds of Details hereby irrevocably waives all rights that may have arisen in connection with the Borrower by the Administrative Agent or any Lender, the Borrower shall not be entitled guarantee contained in this Section 10 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Lender against any Subsidiary Borrower DCI or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower DCI Obligations, nor until the DCI Obligations shall the Borrower seek or be entitled to seek any contribution or reimbursement from any Subsidiary Borrower in respect of payments made by the Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower Obligations are have been paid in full full, no Letters of Credit shall be outstanding and the Commitments are shall have been terminated. If Details hereby further irrevocably waives all contractual, common law, statutory and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against DCI or any other Person that may have arisen in connection with the guarantee contained in this Section 10, until the DCI Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. So long as the DCI Obligations remain outstanding, if any amount shall be paid by or on behalf of DCI to the Borrower Details on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid rights waived in fullthis Section 10.2, such amount shall be held by the Borrower Details in trust for the Administrative Agent and the Lenderstrust, segregated from other funds of the BorrowerDetails, and shall, forthwith upon receipt by the BorrowerDetails, be turned over to the Administrative Agent in the exact form received by the Borrower Details (duly indorsed by the Borrower Details to the Administrative Agent, if required), to be applied against the Subsidiary Borrower DCI Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Section 10.2 shall survive the term of the guarantee contained in this Section 10 and the payment in full of the DCI Obligations and the termination of the Commitments.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any LenderGuaranteed Creditor, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of any Guaranteed Creditor against the Administrative Agent Borrower or any Lender against any Subsidiary Borrower other Guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender Guaranteed Creditor for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower Guaranteed Creditors on account of the Subsidiary Borrower Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit shall be outstanding and all of the Commitments are terminated. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, any Letters of Credit shall be outstanding or any of the Commitments are in effect, such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the BorrowerGuaranteed Creditors, and shall, forthwith upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as accordance with Section 10.03 of the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Borrower hereunder, any Guarantor hereunder or any set-off or application of funds of the Borrower any Guarantor by the Administrative Agent or any Lender, the Borrower no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Subsidiary the Borrower or against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Guaranteed Obligations, nor shall the Borrower any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Subsidiary Borrower other Guarantor in respect of payments made by the Borrower such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary the Borrower on account of the Subsidiary Borrower Obligations are paid in full (excluding obligations under or in respect of Specified Swap Agreements, contingent obligations for which no claim has been made or pursuant to Specified Cash Management Agreements), no Letter of Credit shall be outstanding (other than Letters of Credit which have been cash collateralized or backstopped in a manner reasonably acceptable to the Issuing Lender thereof) and the Commitments are terminated. If any amount shall be paid to the Borrower any Guarantor on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in fullfull (excluding obligations under or in respect of Specified Swap Agreements, contingent obligations for which no claim has been made or pursuant to Specified Cash Management Agreements), such amount shall be held by the Borrower such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the BorrowerSecured Parties, and shall, forthwith promptly upon receipt by the Borrowersuch Guarantor, be turned over to the Administrative Agent in the exact form received by the Borrower such Guarantor (duly indorsed by the Borrower such Guarantor to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Guaranteed Obligations, whether matured or unmatured, in such the order as the Administrative Agent may determineset forth in Section 6.4.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the US Borrower hereunder, or any set-off or application of funds of the US Borrower by the Administrative Agent or any Lender, or the receipt of any amounts by the Administrative Agent or any Lender with respect to any of the US Borrower Guaranteed Obligations, the US Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Canadian Borrower or any Subsidiary Borrower other guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary US Borrower Obligations, Guaranteed Obligations nor shall the US Borrower seek or be entitled to seek any contribution or reimbursement from the Canadian Borrower or any Subsidiary Borrower of the other guarantors in respect of payments made by the US Borrower hereunderin connection with the US Borrower Guaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by any Subsidiary Borrower on account of the Subsidiary US Borrower Guaranteed Obligations are paid in full and the Commitments are Aggregate Commitment is terminated. If any amount shall be paid to the US Borrower on account of such subrogation rights at any time when all of the Subsidiary US Borrower Guaranteed Obligations shall not have been paid in full, such amount shall be held by the US Borrower in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the US Borrower, and shall, forthwith upon receipt by the US Borrower, be turned over to the Administrative Agent in the exact form received by the US Borrower (duly indorsed endorsed by the US Borrower to the Administrative Agent, if required), ) to be applied against the Subsidiary US Borrower Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.set forth herein. 2270524.10 LIB: CHARLOTTE

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