Common use of No Subrogation Clause in Contracts

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any setoff set-off or application of funds of the any Guarantor by Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by Agent or any Lender for the payment of the Secured Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Secured Obligations are paid Paid in full and the Commitments are terminatedFull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be promptly turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed (but without any representation or warranty) by the such Guarantor to the Administrative Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Administrative Agent may determineprovisions of Section 2.10.2 of the Credit Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff set-off or application of funds of the Guarantor by Buyer, Repo Agent or any Lenderof their respective Affiliates, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Buyer or Repo Agent or any Lender against the Borrower Seller A or any collateral security or guarantee or right of offset held by any Lender Buyer or Repo Agent for the payment of the ObligationsGuarantor’s Guaranty Obligations or Guaranty Expenses, nor shall the Guarantor seek or be entitled to seek any contribution contribution, indemnity or reimbursement from the Borrower either Seller in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Commitments are terminatedTermination Date. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersBuyer or Repo Agent, as applicable, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent Buyer or Repo Agent, as applicable in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Buyer or Repo Agent, if required), to be applied against the Obligations or Guaranty Obligations, as applicable, whether matured or unmatured, in such order as the Administrative Buyer or Repo Agent may determine.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Guarantors hereunder or any setoff or application of funds of the Guarantor Guarantors by the Agent or any Lenderother Secured Party, the 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 the Borrower or any collateral security other Guarantor or any Collateral or guarantee or right of offset held by the Agent or any Lender other Secured Party for the payment of the Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the Guarantor Guarantors hereunder, in each case, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account Discharge of the Obligations are paid in full and the Commitments are terminatedObligations. If any amount shall be paid to any Guarantor in violation of the Guarantor on account of such subrogation rights immediately preceding sentence at any time when all prior to the Discharge of the Obligations shall not have been paid in fullObligations, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lendersother Secured Parties, shall be segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as set forth in Section 11.2 of the Administrative Agent may determineLoan Agreement irrespective of the occurrence or the continuance of any Event of Default.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by anything to the Guarantor hereunder or any setoff or application of funds of the Guarantor by any Lendercontrary in this Agreement, the Guarantor shall not be entitled Pledgor hereby irrevocably waives all rights which may have arisen in connection with this Agreement to be subrogated to any of the rights (whether contractual, under applicable laws or otherwise) of the Administrative Agent Pledgees against Issuer, the Borrowers or any Lender against the Borrower or any collateral security or guarantee or right of offset held by any Lender either of the Pledgees for the payment of Borrowers’ Loan Obligations. Pledgor hereby further irrevocably waives all contractual, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against Issuer, the ObligationsBorrowers or any other Person which may have arisen in connection with this Agreement. So long as Borrowers’ Loan Obligations remain outstanding, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Commitments are terminated. If if any amount shall be paid by or on behalf of Issuer to the Guarantor Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been paid rights waived in fullthis paragraph, such amount shall be held by the Guarantor Pledgor in trust for the Administrative Agent and the Lenderstrust, segregated from other funds of the GuarantorPledgor, and shall, forthwith upon receipt by the GuarantorPledgor, be turned over to NEC for the Administrative Agent benefit of the Pledgees in the exact form received by the Guarantor Pledgor (duly indorsed by the Guarantor Pledgor to the Administrative AgentNEC, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as the Administrative Agent NEC may determine. The provisions of this paragraph shall survive the term of this Agreement and the payment in full of the Secured Obligations.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff or application of funds of the Guarantor by any LenderIP Holder hereunder, the Guarantor IP Holder shall not be entitled to be subrogated to any of the rights of the Administrative Agent Indenture Trustee or any Lender Noteholder against the Borrower Issuer or any collateral security or guarantee or right of offset held by the Indenture Trustee or any Lender Noteholder for the payment of the Issuer Obligations, nor shall the Guarantor IP Holder seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, Issuer until all amounts owing to the Administrative Agent Indenture Trustee and the Lenders Noteholders by the Borrower Issuer on account of the Issuer Obligations are paid in full and the Commitments are terminatedfull. If any amount shall be paid to the Guarantor IP Holder on account of such subrogation rights at any time when all of the Issuer Obligations shall not have been paid in full, such amount shall be held by the Guarantor IP Holder in trust for the Administrative Agent and Indenture Trustee, for the Lendersbenefit of the Noteholders, segregated from other funds of the GuarantorIP Holder, and shall, forthwith upon receipt by the GuarantorIP Holder, be turned over to deposited into the Administrative Agent Lockbox Account in the exact form received by the Guarantor IP Holder (duly indorsed by the Guarantor IP Holder to the Administrative AgentIndenture Trustee, if required), to be applied against the Issuer Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent may determineIndenture.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff set-off or application of funds of the Guarantor by Buyer, Repo Agent or any Lenderof their respective Affiliates, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Buyer or Repo Agent or any Lender against the Borrower Sellers or any collateral security or guarantee or right of offset held by any Lender Buyer or Repo Agent for the payment of the ObligationsGuarantor’s Guaranty Obligations or Guaranty Expenses, nor shall the Guarantor seek or be entitled to seek any contribution contribution, indemnity or reimbursement from the Borrower either Seller in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Commitments are terminatedTermination Date. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersBuyer or Repo Agent, as applicable, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent Buyer or Repo Agent, as applicable in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Buyer or Repo Agent, if required), to be applied against the Obligations or Guaranty Obligations, as applicable, whether matured or unmatured, in such order as the Administrative Buyer or Repo Agent may determine.

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff set-off or application of funds of the Guarantor by Buyer, Repo Agent or any Lenderof their respective Affiliates, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Buyer or Repo Agent or any Lender against the Borrower a Seller or any collateral security or guarantee or right of offset held by any Lender Buyer or Repo Agent for the payment of the ObligationsGuarantor’s Guaranty Obligations or Guaranty Expenses, nor shall the Guarantor seek or be entitled to seek any contribution contribution, indemnity or reimbursement from the Borrower either Seller in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Commitments are terminatedTermination Date. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersBuyer or Repo Agent, as applicable, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent Buyer or Repo Agent, as applicable in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Buyer or Repo Agent, if required), to be applied against the Obligations or Guaranty Obligations, as applicable, whether matured or unmatured, in such order as the Administrative Buyer or Repo Agent may determine.

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder Pledgors hereunder, or any setoff or application of funds of the Guarantor Pledgors by the Administrative Agent, or the receipt of any Lenderamounts by the Administrative Agent with respect to any of the Collateral, the Guarantor Pledgors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any guarantor or against any other collateral security or guarantee or right of offset held by any Lender the Administrative Agent for the payment of the Obligations, nor shall the Guarantor seek or be entitled to Pledgors seek any contribution or reimbursement from the Borrower or any guarantor in respect of payments made by the Guarantor hereunderPledgors in connection with the Collateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Secured Parties on account of the Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to the Guarantor Pledgors on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Pledgors in trust for the Administrative Agent and the LendersAgent, segregated CHAR2\0000000x0 from other funds of the GuarantorPledgors, and shall, forthwith upon receipt by the GuarantorPledgors, be turned over to the Administrative Agent in the exact form received by the Guarantor Pledgors (duly indorsed by the Guarantor to the Administrative Agent, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineCredit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff or application of funds of the Guarantor by any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 5.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any setoff set-off or application of funds of the Guarantor 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 Guarantor Obligations, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other guarantor or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, Guarantor Obligations nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunderin connection with the Guarantor Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Guarantor Obligations and the Obligations are paid in full and the Commitments are Aggregate Commitment is terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed endorsed by the Guarantor to the Administrative Agent, if required), ) to be applied against the Guarantor 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 each Guarantor hereunder or any setoff or application of funds of the Guarantor by any Lenderhereunder, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any Lender Holder against the Borrower Issuer or any collateral security other Guarantor or guarantee Guarantee or right of offset held by the Trustee or any Lender Holder for the payment of the Guaranteed Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Issuer or any other Guarantor in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent Trustee and the Lenders Holders by the Borrower Issuer on account of the Guaranteed Obligations are paid in full and the Commitments are terminatedfull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent Trustee in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative AgentTrustee, if required), to be applied against the 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 Guarantor hereunder Pledgors hereunder, or any setoff or application of funds of the Guarantor Pledgors by the Agent, or the receipt of any Lenderamounts by the Agent with respect to any of the Collateral, the Guarantor Pledgors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any guarantor or against any other collateral security or guarantee or right of offset held by any Lender the Agent for the payment of the Obligations, nor shall the Guarantor seek or be entitled to Pledgors seek any contribution or reimbursement from the Borrower or any guarantor in respect of payments made by the Guarantor hereunderPledgors in connection with the Collateral, or amounts realized by the Agent in connection with the Collateral, until all amounts owing to the Administrative Agent and the Lenders by the Borrower other Secured Parties on account of the Obligations are paid in full and the Revolving Loan Commitments are terminated. If any amount shall be paid to the Guarantor Pledgors on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Pledgors in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the GuarantorPledgors, and shall, forthwith upon receipt by the GuarantorPledgors, be turned over to the Administrative Agent in the exact form received by the Guarantor Pledgors (duly indorsed by the Guarantor to the Administrative Agent, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as set forth in the Administrative Agent may determineLoan Agreement.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by anything to the Guarantor hereunder or any setoff or application of funds of the Guarantor by any Lender-------------- contrary in this Agreement, the Guarantor shall not be entitled each Grantor hereby irrevocably waives all rights which may have arisen in connection with this Agreement to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 ----------- thereof, under common law or otherwise) of the Administrative Agent Agent, the Lenders, the Issuing Banks, the Arranger or any Lender the Syndication Agents against the Borrower or against any collateral security or guarantee or right of offset held by any Lender such Person for the payment of the Obligations. Each Grantor hereby further irrevocably waives all contractual, nor shall the Guarantor seek common law, statutory or be entitled to seek other rights of reimbursement, contribution, exoneration or indemnity (or any contribution similar right) from or reimbursement from against the Borrower or any other Person which may have arisen in respect of payments made by connection with this Agreement. So long as the Guarantor hereunderGuaranteed Obligations remain outstanding, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Commitments are terminated. If if any amount shall be paid by or on behalf of the Borrower to the Guarantor any Grantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid rights waived in fullthis paragraph, such amount shall be held by the Guarantor such Grantor in trust for the Administrative Agent and the Lenderstrust, segregated from other funds of the Guarantorsuch Grantor, and shall, forthwith upon receipt by the Guarantorsuch Grantor, be turned over to the Administrative Agent in the exact form received by the Guarantor such Grantor (duly indorsed by the Guarantor such Grantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order Obligations as the Administrative Agent may determine.provided

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

No Subrogation. Notwithstanding any payment payment, observance or payments performance made by the Guarantor hereunder or any setoff or application of funds of the Guarantor by any Lender, the Guarantor shall not be entitled Shareholders pursuant to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunderthis Article 12, until all amounts owing obligations of the Sellers to the Administrative Agent Buyer have been paid in full, the Shareholders hereby waive any and the Lenders by the Borrower on account all rights of subrogation to all of the Obligations are paid in full Buyer's rights against the Sellers and any and all rights of reimbursement, assignment, indemnification or implied contract or any similar rights against the Commitments are terminatedSellers or against any endorser or other guarantor of all or any part of any obligations of the Sellers to the Buyer with respect to any liabilities of the Shareholders under this Article 12. If If, notwithstanding the foregoing, any amount shall be paid to the Guarantor Shareholders on account of such any subrogation rights at any time when all of the Obligations obligations of the Sellers to the Buyer shall not have been paid in full, such amount shall be held by the Guarantor Shareholders in trust for the Administrative Agent and the LendersBuyer, segregated from other funds of the GuarantorShareholders, and shall, forthwith upon receipt by the GuarantorShareholders, be turned over to the Administrative Agent Buyer in the exact form received by the Guarantor Shareholders (duly indorsed endorsed by the Guarantor Shareholders to the Administrative AgentBuyer, if required), to be applied against the Obligationsobligations of the Sellers to the Buyer, whether matured or unmatured, in such order as the Administrative Agent Buyer may determine.

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any setoff set-off or application of funds of the Guarantor by any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Partnership or against any collateral security or guarantee guaranty or right of offset held by any Lender for the payment of the ObligationsGuaranteed Obligation, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Partnership in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are Guaranteed Obligation has been paid in full and Lender shall no longer be a partner in the Commitments are terminatedPartnership. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of prior to time that the Obligations shall not have Guaranteed Obligation has been paid in fullfull and Lender is no longer a partner in the Partnership, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent Lender in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative AgentLender, if required), to be applied against the ObligationsGuaranteed Obligation, 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 Guarantor hereunder Subsidiaries under any Subsidiary Guaranty or any setoff set-off or application of funds of any of the Guarantor Subsidiaries by any Lender, the Guarantor Guarantors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the any Borrower or any Guarantor Subsidiary or other guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor Guarantors seek or be entitled to seek any contribution or reimbursement from the any Borrower or any Guarantor Subsidiary or other guarantor in respect of payments made by the any Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in fullfull or the Commitments shall not have been terminated, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith promptly upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

No Subrogation. Notwithstanding any payment foreclosure or payments made by the Guarantor hereunder or other realization upon any setoff or application of funds of the Guarantor by any LenderPledged Collateral, the Guarantor Pledgor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender Secured Creditor against the Borrower or any collateral security other Person or guarantee or right of offset held by any Lender for Secured Creditor of the payment of the Obligations, nor shall the Guarantor Pledgor seek or be entitled to seek any reimbursement or contribution or reimbursement from the Borrower Borrower, or any other Person in respect of payments made by the Guarantor hereunderforeclosure of other realization upon any Pledged Collateral, until all amounts owing to the Administrative Agent and the Lenders Secured Creditors by the Borrower on account of the Obligations are indefeasibly paid in full and the Commitments are terminatedin cash. If any amount shall be paid to the Guarantor Pledgor on account of such the subrogation rights at any time when all of the Obligations shall have not have been indefeasibly paid in fullfull in cash, such amount shall be held by the Guarantor Pledgor in trust for the Administrative Agent and the LendersSecured Creditors, segregated from other funds of the GuarantorPledgor, and shall, forthwith immediately upon receipt by the GuarantorPledgor, be turned over to the Administrative Agent Pledgee in the exact form received by the Guarantor Pledgor (duly indorsed endorsed by the Guarantor Pledgor to the Administrative AgentPledgee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent Pledgee may determine.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any of the Guarantor hereunder Guarantors hereunder, or any setoff set-off or application of funds of any of the Guarantor Guarantors by the Agent or any Lender, or the Guarantor receipt of any amounts by the Agent or any Lender with respect to any of the Guaranteed Obligations, none of the Guarantors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or the other Guarantors or against any collateral security or guarantee or right of offset held by the Agent or any Lender for the payment of the Obligations, Guaranteed Obligations nor shall any of the Guarantor seek or be entitled to Guarantors seek any contribution or reimbursement from the Borrower or any of the other Guarantors in respect of payments made by such Guarantor in connection with the Guarantor hereunderGuaranteed Obligations, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Guaranteed Obligations are paid in full in cash and the Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed endorsed by the such Guarantor to the Administrative Agent, if required), ) to be applied against the 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 each Guarantor hereunder or any setoff or application of funds of the Guarantor by any Lenderhereunder, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent Trustee or any Lender Holder against the Borrower Parent or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Lender Holder for the payment of the Guaranteed Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Parent or any other Guarantor in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent Trustee and the Lenders Holders by the Borrower Parent on account of the Guaranteed Obligations are paid in full and the Commitments are terminatedfull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent Trustee in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative AgentTrustee, if required), to be applied against the 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 Guarantor hereunder or any setoff or application of funds of the Guarantor by any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, until Until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Commitments are terminated, the Guarantor hereby waives any claims or other rights which it may now or hereafter acquire against the Borrower that arise from the existence or performance of the Guarantor's obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any Collateral which the Agent or the Lenders now have or may hereafter acquire, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersAgent, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determineset forth herein.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any setoff set-off or application of funds of the any Guarantor by Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by Agent or any Lender for the payment of the Borrower Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by of the Borrower on account of the Obligations are paid Paid in full and the Commitments are terminatedFull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be promptly turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed (but without any representation or warranty) by the such Guarantor to the Administrative Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Administrative Agent may determineprovisions of Section 2.10.2 of the Credit Agreement.

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

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder hereunder, or any setoff or application of funds of the any Guarantor by any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against either one or both of the Borrower Designated Borrowers or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations or the Time Warner Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from either one or both of the Borrower Designated Borrowers in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower Borrowers on account of the Obligations are paid in full full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and the Commitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any setoff set-off or application of funds of the any Guarantor by Administrative Agent or any Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower Company or any other Guarantor or any collateral security or guarantee or right of offset held by Administrative Agent or any Lender for the payment of the Secured Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other Guarantor in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Secured Obligations are paid Paid in full and the Commitments are terminatedFull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Administrative Agent in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Administrative Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as a manner that is consistent with the Administrative Agent may determineprovisions of Section 2.4(A) and 2.4(B) of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any setoff or application of funds of the Guarantor by any the Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall the Guarantor seek have any rights of reimbursement, assignment, indemnification or be entitled to seek implied contract or any contribution or reimbursement from similar rights against the Borrower in respect or against any endorser or other guarantor of payments made by all or any part of the Guarantor hereunderObligations, until all amounts owing to the Administrative Agent and the Lenders Lender by the Borrower for or on account of the Obligations or otherwise under this Guaranty are paid in full and full. If, notwithstanding the Commitments are terminated. If foregoing, any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon (and in any event within two (2) Business Days of) receipt by the Guarantor, be turned over to the Administrative Agent Lender, if required, in the exact form received by the Guarantor (duly indorsed endorsed by the Guarantor to the Administrative AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender may determine.

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

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