Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. Each Guarantor hereby agrees that, until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunder.

Subrogation; Subordination. Each Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Agents or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, until after the occurrence of any default in the payment and satisfaction in full in cash or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Originator to Performance Guarantor until all of the Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madepaid and performed in full; provided that so long as no such default has occurred and is continuing, any Originator shall be entitled to make payments and Letters of Credit that have been cash collateralized Performance Guarantor shall be entitled to receive payments in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason respect of any such subordinated indebtedness. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any default in the payment or performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security is continuing, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for any Recipient and be paid over to Recipient on account of the Guaranteed ObligationsObligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. Any Indebtedness The provisions of this Section 7 shall be supplemental to and not in derogation of any Credit Party permitted pursuant rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements time enter into with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunderPerformance Guarantor.

Subrogation; Subordination. Each Subsidiary Guarantor hereby agrees that, that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, Facility Termination Date it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Subsidiary Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any Credit other Loan Party permitted owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guarantee, to the indefeasible payment in full in cash of all Secured Obligations. If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Indebtedness incurred pursuant to Section 6.01(m) 6.01(d). If any amounts are paid to a Subsidiary Guarantor in violation of this Section 7.04, then such amounts shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon held in trust for the payment benefit of the Secured Parties and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory shall forthwith be paid to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with Secured Parties to reduce the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction amount of the applicable Issuing Bank)Secured Obligations, the expiration whether matured or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunderunmatured.

Subrogation; Subordination. Each Guarantor Notwithstanding anything to the contrary contained herein, prior to the termination of its obligations hereunder pursuant to Section 8, Provider: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Agent or any Purchaser against any Covered Entity, (b) hereby agrees thatwaives all rights of subrogation (whether contractual, until under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and the Purchasers against the Covered Entities and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against the Covered Entities that arise from the existence or performance of Provider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Covered Entity in respect of any liability of Provider to the Covered Entities and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements any amounts due with respect to which arrangements satisfactory any indebtedness of the Covered Entities now or hereafter owed to Provider is hereby subordinated to the applicable Cash Management Bank or Hedge Bank shall have been madeprior payment in full of all of the Obligations, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreementprovided that, backstopped with a back to back letter of credit in a manner reasonably acceptable prior to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason occurrence of any default in the payment or performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations Obligations, the Covered Entities may make, and Provider may accept, payments of such indebtedness in the ordinary course. Provider agrees that, after the occurrence of any default in the payment or any security for performance of any of the Guaranteed Obligations. Any Indebtedness , Provider will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Credit Party permitted pursuant the Covered Entities to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon Provider until all of the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madepaid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and Letters received by Provider as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of Credit that have been cash collateralized the Obligations without affecting in accordance with any manner the terms liability of Provider under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms Undertaking. The provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors Section 7 shall be automatically subrogated supplemental to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, not in each case to the extent derogation of any payment hereunderrights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Provider.

Subrogation; Subordination. Each The Guarantor hereby agrees that, until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedyrights against the Customer arising as a result of payment by the Guarantor hereunder, direct or indirect, arising by reason way of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, and will not prove any claim in competition with the Agent, the Banks or their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrower Customer in respect of any liability of the Guarantor to the Customer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Agent, the Banks or any other such affiliate. The payment of any amounts due with respect to any indebtedness of the Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, provided that so long as no default in the payment or performance of the Obligations has occurred and is continuing, or no demand for payment of any of the Guaranteed Obligations has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any security for any default in the payment or performance of the Guaranteed Obligations. Any Indebtedness , the Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory Customer to the applicable Cash Management Bank or Hedge Bank Guarantor until the Obligations shall have been madepaid in full. If, not withstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and Letters received by the Guarantor as trustee for the Banks and the Agent and be paid over to the Agent on account of Credit that have been cash collateralized the Obligations without affecting in accordance with any manner the terms liability of the Guarantor under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunderGuaranty.

Subrogation; Subordination. Each Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Agent or any Lender against any Originator or ECM, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and the Lenders against any Originator or ECM and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator or ECM that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator or ECM in respect of any liability of Performance Guarantor to such Originator or ECM and (d) waives any benefit of and any right to participate in any collateral security which may be held by Secured Parties, the Agent or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator or ECM now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, until after the occurrence of any default in the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any security for such indebtedness of any Originator or ECM to Performance Guarantor until all of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madepaid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and Letters received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of Credit that have been cash collateralized the Guaranteed Obligations without affecting in accordance with any manner the terms liability of Performance Guarantor under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms Undertaking. The provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors Section 7 shall be automatically subrogated supplemental to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, not in each case to the extent derogation of any payment hereunderrights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

Subrogation; Subordination. Each Guarantor hereby agrees that, until Until the payment and satisfaction performance in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, and any and all obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination Customer to any affiliate of the Commitments of Bank, the Lenders under this Agreement, it shall subordinate and not exercise any claim and Guarantor shall not exercise any right or remedyrights against the Customer arising as a result of payment by the Guarantor hereunder, direct or indirect, arising by reason way of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, and will not prove any claim in competition with the Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrower Customer in respect of any liability of the Guarantor to the Customer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Bank or any other such affiliate. The payment of any amounts due with respect to any indebtedness of the Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, provided that so long as no default in the payment or performance of the Obligations has occurred and is continuing, or no demand for payment of any of the Guaranteed Obligations has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any security for any default in the payment or performance of the Guaranteed Obligations. Any Indebtedness , the Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory Customer to the applicable Cash Management Bank or Hedge Bank Guarantor until the Obligations shall have been madepaid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and Letters received by the Guarantor as trustee for the Bank and be paid over to the Bank on account of Credit that have been cash collateralized the Obligations without affecting in accordance with any manner the terms liability of the Guarantor under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunderGuaranty.

Subrogation; Subordination. Each Guarantor hereby agrees thatNotwithstanding anything to the contrary contained herein, until the payment and satisfaction Obligations are paid in full in cash of all Guaranteed Obligations full, Provider: (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank a) will not enforce or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not otherwise exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of to any of the Guaranteed Obligations rights of Recipient, the Administrative Agent or any security for Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(mUnited States Bankruptcy Code, at law or in equity or otherwise) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeclaims of Recipient, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the LendersPurchasers against any Originator and all contractual, and may exercise their statutory or legal or equitable rights of contribution pursuant contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against any Originator that arise from the existence or performance of Provider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Provider to Section 7.10, such Originator and (d) waives any benefit of and any right to participate in each case any collateral security which may be held by the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Provider is hereby subordinated to the extent prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment hereunderor performance of any of the Obligations, Provider will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Originator to Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Provider.

Subrogation; Subordination. Each Guarantor hereby Pledgor agrees thatthat (a) it will not exercise any rights against any Borrower Entity which Pledgor may acquire by way of rights of subrogation under any Financing Document to which it is a party prior to the irrevocable and indefeasible discharge in full of all Note Obligations, until and (b) notwithstanding anything in this Agreement or any other Financing Document to the contrary, all of its rights to indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, the Note Obligations. No failure on the part of any Obligor to make the payments required under the Financing Documents shall in any respect limit the obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements of the Pledgor with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and its obligations hereunder. The Pledgor shall not exercise seek or be entitled to seek any right contribution, indemnity or remedyreimbursement from any Borrower Entity, direct or indirect, arising by reason in respect of any performance by it of its guarantee in Section 7.01, whether by subrogation payment made under any Financing Document or otherwise, against at any time on or prior to the Borrower or any other Guarantor discharge of any of the Guaranteed Obligations or any security for any of the Guaranteed Note Obligations. Any Indebtedness amount paid to the Pledgor on account of any Credit Party permitted such subrogation rights prior to the discharge of Note Obligations shall be held in trust for the benefit of the Secured Parties and shall promptly be paid and turned over to the Collateral Agent for the benefit of the Secured Parties in the exact form received by Xxxxxxx (duly endorsed in favor of the Collateral Agent, if required), to be credited and applied pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full Financing Documents. In furtherance of the foregoing, at all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory times prior to the applicable Cash Management Bank discharge of Note Obligations, the Pledgor shall refrain from taking any action or Hedge Bank shall have been madecommencing any proceeding against any Borrower Entity (or its successors or assigns, and Letters of Credit that have been cash collateralized whether in accordance with the terms of this Agreement, backstopped connection with a back bankruptcy proceeding or otherwise) to back letter recover any amounts in respect of credit in a manner reasonably acceptable to payments made by the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders Pledgor under this Agreement and the cancellation or expiration of to any Secured Party. The Pledgor hereby agrees that all Letters of Credit (except Indebtedness owed to it by any Borrower Entity shall be fully subordinated to the extent payment in full in cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank)Note Obligations; provided, without that the Pledgor will be entitled to retain the proceeds of any further action payments made by any person, the Guarantors shall be automatically subrogated to the rights Borrower in compliance with Section 9.04 (Restricted Payments) of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunderLoan Agreement.

Subrogation; Subordination. (a) Each Guarantor hereby agrees that, that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.0111.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness ; provided, however, that such rights and remedies shall remain waived and released at any time the Collateral Agent or any of the Lenders (with or through their designees) have acquired all or any portion of the Collateral by credit bid, strict foreclosure or through any other exercise of the remedies available to the Collateral Agent or the Lenders pursuant to the Loan Documents. (b) Each Guarantor hereby subordinates any and all debt liabilities and other obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 11.04(b). (i) Except during the continuation of an Event of Default (including, without limitation, the commencement and continuation of any Credit proceeding under applicable Debtor Relief Laws relating to any other Loan Party), each Guarantor may receive payments from any other Loan Party permitted pursuant on account of the Subordinated Obligations. After the occurrence and during the continuation of any Event of Default (including, without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to Section 6.01(many other Loan Party), however, unless the Administrative Agent shall otherwise agree, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations, other than the filing of proofs of claim or other similar requirements to preserve its rights as creditor. (ii) In any proceeding under any Debtor Relief Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be subordinated entitled to such Credit Party’s Guaranteed Obligations; provided that upon the receive payment and satisfaction in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of proceeding under any Debtor Relief Law whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations. (iii) After the occurrence and during the continuation of any Event of Default (including, without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other than contingent indemnification obligationsLoan Party), unasserted expense reimbursement obligationseach Guarantor shall, obligations if the Administrative Agent so requests, collect, enforce and liabilities under receive payments on account of the Subordinated Obligations as trustee for the Secured Cash Management Agreements Parties and Secured Hedging Agreements with respect to which arrangements satisfactory deliver such payments to the applicable Cash Management Bank Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or Hedge Bank shall have been madeother instruments of transfer, and Letters but without reducing or affecting in any manner the liability of Credit that have been cash collateralized in accordance with such Guarantor under the terms other provisions of this Agreement. (iv) After the occurrence and during the continuation of any Event of Default (including, backstopped with a back without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bankany other Loan Party), the expiration or termination Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Commitments of the Lenders under this Agreement each Guarantor, to collect and the cancellation or expiration of all Letters of Credit (except enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing BankGuaranteed Obligations (including any and all Post Petition Interest), without and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any further action by any person, the Guarantors shall be automatically subrogated amounts received on such obligations to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case for application to the extent of Obligations (including any payment hereunderand all Post Petition Interest).

Subrogation; Subordination. Each Guarantor Notwithstanding anything to the contrary contained herein, to the extent permitted by law, Provider (a) waives and agrees not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient or any Bank Investor against Transferor or NCI, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient and the Bank Investors against Transferor or NCI and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against Transferor or NCI that arise from the existence or performance of Provider's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Transferor or NCI in respect of any liability of Provider to Transferor or NCI and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or the Bank Investors. The payment of any amounts due with respect to any indebtedness of Transferor or NCI now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, until after the occurrence of any default in the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations Obligations, Provider will not demand, sue for or otherwise attempt to collect any security for any such indebtedness of Traxxxeror or NCI to Provider until all of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeindefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and Letters received by Provider as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of Credit that have been cash collateralized the Obligations without affecting in accordance with any manner the terms liability of Provider under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms Undertaking. The provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors Section 7 shall be automatically subrogated supplemental to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, not in each case to the extent derogation of any payment hereunderrights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Provider.

Subrogation; Subordination. Each Subsidiary Guarantor hereby agrees that, that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Term Loan Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise assert any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation subrogation, as a result of the contribution rights under Section 7.10 or otherwise, against the Borrower or any other Subsidiary Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Credit Loan Party permitted pursuant to Section 6.01(m6.01(d) shall be subordinated subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Credit Loan Party under this Agreement, including without limitation, as applicable, under such Loan Party’s Guaranteed Obligations; provided that upon guarantee of the Obligations under this Article VII (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”): (i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Loan Party or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Loan Party, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any other Loan Party is entitled to receive (whether directly or indirectly), or make any demands for, any payment and satisfaction (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all Guaranteed Obligations amounts constituting Senior Indebtedness, any payment or distribution to which such Loan Party would otherwise be entitled (other than contingent indemnification obligationsdebt securities of such Loan Party that are subordinated, unasserted expense reimbursement obligationsto at least the same extent as this Note, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness; (ii) no payment or Hedge Bank distribution of any kind or character shall be made by or on behalf of any Loan Party or any other Person on its behalf to any other person other than another Loan Party or for the purposes of making any payments or distributions owed to the Agent or any Lender under the Loan Documents, until the Senior Indebtedness shall have been madepaid in full in cash; and (iii) if any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), shall (despite these subordination provisions) be received by any Loan Party in violation of clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and Letters shall be paid over or delivered to, the holders of Credit that have been cash collateralized in accordance with the terms of this AgreementSenior Indebtedness (or their representatives), backstopped with a back to back letter of credit in a manner reasonably acceptable ratably according to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank)respective aggregate amounts remaining unpaid thereon, the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized necessary to pay all Senior Indebtedness in accordance with full in cash. To the terms fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action Note by any person, act or failure to act on the Guarantors shall be automatically subrogated part of any Loan Party or by any act or failure to act on the rights part of such holder or any trustee or agent for such holder. Each Loan Party hereby agrees that the subordination set forth herein is for the benefit of the Administrative Agent and the Lenders, and may exercise their rights the Administrative Agent may, on behalf of contribution pursuant the itself and the Lenders, proceed to Section 7.10, in each case to enforce the extent of any payment hereundersubordination provisions herein.

Subrogation; Subordination. Each Guarantor hereby agrees that, until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.107,10, in each case to the extent of any payment hereunder.

Subrogation; Subordination. Each Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, any Agent, the Second Lien Agent, any Purchaser or any Second Lien Purchaser against Tenneco Operating or Pullman, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents, the Second Lien Agent, the Purchasers and the Second Lien Purchasers against Tenneco Operating or Pullman and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against Tenneco Operating or Pullman that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Tenneco Operating or Pullman in respect of any liability of Performance Guarantor to Tenneco Operating or Pullman and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents, the Second Lien Agent, the Purchasers or the Second Lien Purchasers. The payment of any amounts due with respect to any indebtedness of Tenneco Operating or Pullman now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, until after the occurrence of any default in the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any security for any such indebtedness of Tenneco Operating or Pullman to Performance Guarantor until all of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madepaid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and Letters received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of Credit that have been cash collateralized the Guaranteed Obligations without affecting in accordance with any manner the terms liability of Performance Guarantor under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms Undertaking. The provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors Section 7 shall be automatically subrogated supplemental to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, not in each case to the extent derogation of any payment hereunderrights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

Subrogation; Subordination. (a) Each US Guarantor hereby agrees that, that until the indefeasible payment and satisfaction in full in cash of all US Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Revolving Loan Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.0115.01(a), whether by subrogation or otherwise, against the US Borrower or any other US Guarantor of any of the US Guaranteed Obligations or any security for any of the US Guaranteed Obligations. Any Indebtedness of any US Credit Party permitted pursuant to Section 6.01(m10.05(e) shall be subordinated to such US Credit Party’s Guaranteed Obligations; provided US Obligations in the manner set forth in the intercompany note evidencing such Indebtedness (in a form reasonably acceptable to the Administrative Agent). (b) Each UK Guarantor hereby agrees that upon until the indefeasible payment and satisfaction in full in cash of all UK Guaranteed Obligations and the expiration and termination of the Revolving Loan Commitments of the Lenders to make UK Revolving Loans under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 15.01(b), whether by subrogation or otherwise, against any of the UK Borrowers or any other UK Guarantor of any of the UK Guaranteed Obligations or any security for any of the UK Guaranteed Obligations. Any Indebtedness of any UK Credit Party permitted pursuant to Section 10.05(e) shall be subordinated to such UK Credit Party’s UK Obligations in the manner set forth in the intercompany note evidencing such Indebtedness (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner form reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing BankAdministrative Agent), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunder.

Subrogation; Subordination. (a) Each Guarantor hereby agrees that, that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, remedy arising by reason of any performance by it of its guarantee in Section 7.014.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness amount paid to any Guarantor on account of any Credit Party permitted pursuant such subrogation rights prior to Section 6.01(m) such payment, satisfaction, expiration and termination shall be subordinated held in trust for the benefit of the Secured Parties and shall promptly be paid and turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed in favor of the Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured. In furtherance of the foregoing, at all times prior to such Credit Party’s payment, satisfaction, expiration and termination, each Guarantor shall refrain from taking any action or commencing any proceeding against any other Loan Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Article IV to the Administrative Agent. (b) Each Obligor hereby subordinates the payment of any and all indebtedness, obligations and liabilities of any other Loan Party owing to such Obligor, whether direct or indirect, absolute or contingent, now existing or hereafter created or arising, due or to become due, and howsoever evidenced, together with any renewal or renewals thereof, extension or extensions thereof or expansions or increases in the principal amount thereof, including all claims against any other Loan Party to which such Obligor may be or become entitled (including claims by subrogation, contribution or otherwise by reason of any payment or performance by any Obligor in satisfaction and discharge, in whole or in part, of the Guaranteed Obligations; provided that upon ) (collectively, the “Affiliate Subordinated Debt”), to the prior payment and satisfaction in full full, in cash, of all Guaranteed Obligations (other than contingent indemnification obligationsand the termination of all Commitments. If no Event of Default has occurred and is continuing, unasserted expense reimbursement obligationsthe Obligors may, obligations subject to the terms and liabilities under Secured Cash Management Agreements conditions set forth in the Financing Documents, create, satisfy and Secured Hedging Agreements make transfers with respect to which arrangements satisfactory the Affiliate Subordinated Debt to the applicable Cash Management Bank extent not inconsistent with, or Hedge Bank not prohibited by, this Agreement and the other Financing Documents. If an Event of Default has occurred and is continuing, no Obligor shall have been madedemand, take or receive from any other Loan Party, by setoff or in any other manner, payment of any other obligations of such other Loan Party to such Obligor until the prior payment in full, in cash, of all Guaranteed Obligations and Letters the termination of Credit that have been cash collateralized all Commitments. If, notwithstanding the foregoing, any amount shall be paid to any Obligor by any other Loan Party at any time, except as expressly permitted under this Agreement, such Obligor shall hold such amount in trust for the benefit of the Lenders and shall forthwith deliver to the Administrative Agent such amounts, with any necessary endorsements, for application in reduction of the Guaranteed Obligations in accordance with the terms hereof. Each Obligor agrees that any Lien that such Obligor may now or hereafter have on any property of this Agreement, backstopped with a back any other Loan Party is hereby subordinated to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of Lien that the Administrative Agent and the Lenders, and or any other Secured Party may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of have on any payment hereundersuch property.

Subrogation; Subordination. Each Guarantor hereby agrees that, until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligationsobligations , obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, or backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole reasonable satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the any Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, or backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole reasonable satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, or backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole reasonable satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case Lenders to the extent of any payment hereunder.

Subrogation; Subordination. (a) Each US Guarantor hereby agrees that, that until the indefeasible payment and satisfaction in full in cash of all US Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Revolving Loan Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.0115.01(a), whether by subrogation or otherwise, against the US Borrower, UK Borrower, Canadian Borrower or any other US Guarantor of any of the US Guaranteed Obligations or any security for any of the US Guaranteed Obligations. Any Indebtedness of any US Credit Party permitted pursuant to Section 10.05(e) shall be subordinated to such US Credit Party’s US Obligations, UK Obligation and Canadian Obligations in the manner set forth in the intercompany note evidencing such Indebtedness (in a form reasonably acceptable to the Administrative Agent). (b) Each Non-US Obligation Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Non-US Guaranteed Obligations and the expiration and termination of the Revolving Loan Commitments of the Lenders to make UK Revolving Loans and Canadian Revolving Loans under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 15.01(b), whether by subrogation or otherwise, against any of the UK Borrowers, Canadian Borrowers or any other Non-US Obligation Guarantor of any of the Non-US Guaranteed Obligations or any security for any of the Non-US Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m10.05(e) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon UK Obligations or Canadian Obligations in the payment and satisfaction manner set forth in full of all Guaranteed Obligations the intercompany note evidencing such Indebtedness (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner form reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing BankAdministrative Agent), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunder.

Subrogation; Subordination. (a) Each Guarantor hereby agrees that, that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.0111.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness . (b) Each Guarantor hereby subordinates any and all debt liabilities and other obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 11.04(b). (i) Except during the continuation of an Event of Default and after notice from the Administrative Agent (including, without limitation, the commencement and continuation of any Credit proceeding under applicable Debtor Relief Laws relating to any other Loan Party), each Guarantor may receive payments from any other Loan Party permitted pursuant on account of the Subordinated Obligations. After the occurrence and during the continuation of any Event of Default (including, without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to Section 6.01(many other Loan Party) and notice from the Administrative Agent, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations, other than the filing of proofs of claim or other similar requirements to preserve its rights as creditor. (ii) In any proceeding under any Debtor Relief Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be subordinated entitled to such Credit Party’s Guaranteed Obligations; provided that upon the receive payment and satisfaction in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of proceeding under any Debtor Relief Law whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations. (iii) After the occurrence and during the continuation of any Event of Default (including, without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other than contingent indemnification obligationsLoan Party), unasserted expense reimbursement obligationseach Guarantor shall, obligations if the Administrative Agent so requests, collect, enforce and liabilities under receive payments on account of the Subordinated Obligations as trustee for the Secured Cash Management Agreements Parties and Secured Hedging Agreements with respect to which arrangements satisfactory deliver such payments to the applicable Cash Management Bank Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or Hedge Bank shall have been madeother instruments of transfer, and Letters but without reducing or affecting in any manner the liability of Credit that have been cash collateralized in accordance with such Guarantor under the terms other provisions of this Agreement. (c) After the occurrence and during the continuation of any Event of Default (including, backstopped with a back without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bankany other Loan Party), the expiration or termination Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Commitments of the Lenders under this Agreement each Guarantor, to collect and the cancellation or expiration of all Letters of Credit (except enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing BankGuaranteed Obligations (including any and all Post Petition Interest), without and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any further action by any person, the Guarantors shall be automatically subrogated amounts received on such obligations to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case for application to the extent of Obligations (including any payment hereunderand all Post Petition Interest).

Subrogation; Subordination. (a) Each Guarantor hereby agrees that, that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.0111.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness ; provided, however, that such rights and remedies shall remain waived and released at any time the Collateral Agent or any of the Lenders (with or through their designees) have acquired all or any portion of the Collateral by credit bid, strict foreclosure or through any other exercise of the remedies available to the Collateral Agent or the Lenders pursuant to the Loan Documents. (b) Each Guarantor hereby subordinates any and all debt liabilities and other obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 11.04(b). (i) Except during the continuation of an Event of Default (including, without limitation, the commencement and continuation of any Credit proceeding under applicable Debtor Relief Laws relating to any other Loan Party), each Guarantor may receive payments from any other Loan Party permitted pursuant on account of the Subordinated Obligations. After the occurrence and during the continuation of any Event of Default (including, without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to Section 6.01(many other Loan Party), however, unless the Administrative Agent (at the written direction of the Required Lenders) shall otherwise agree, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations, other than the filing of proofs of claim or other similar requirements to preserve its rights as creditor. (ii) In any proceeding under any Debtor Relief Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be subordinated entitled to such Credit Party’s Guaranteed Obligations; provided that upon the receive payment and satisfaction in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of proceeding under any Debtor Relief Law whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations. (iii) After the occurrence and during the continuation of any Event of Default (including, without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other than contingent indemnification obligationsLoan Party), unasserted expense reimbursement obligationseach Guarantor shall, obligations if the Administrative Agent (as directed by the Required Lenders in writing) so requests, collect, enforce and liabilities under receive payments on account of the Subordinated Obligations as trustee for the Secured Cash Management Agreements Parties and Secured Hedging Agreements with respect to which arrangements satisfactory deliver such payments to the applicable Cash Management Bank Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or Hedge Bank shall have been madeother instruments of transfer, and Letters but without reducing or affecting in any manner the liability of Credit that have been cash collateralized in accordance with such Guarantor under the terms other provisions of this Agreement. (iv) After the occurrence and during the continuation of any Event of Default (including, backstopped with a back without limitation, the commencement and continuation of any proceeding under any Debtor Relief Law relating to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bankany other Loan Party), the expiration or termination of the Commitments of the Lenders under this Agreement Administrative Agent is authorized and the cancellation or expiration of all Letters of Credit empowered (but without any obligation to so do), in its discretion (except as otherwise directed by the Required Lenders in writing), (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing BankGuaranteed Obligations (including any and all Post Petition Interest), without and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any further action by any person, the Guarantors shall be automatically subrogated amounts received on such obligations to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case for application to the extent of Obligations (including any payment hereunderand all Post Petition Interest).

Subrogation; Subordination. Each Guarantor 11.1 Notwithstanding anything to the contrary contained herein, the Performance Undertaking Provider: (a) will not exercise or assert until the Final Payout Date any rights of subrogation (whether contractual, at law or in equity or otherwise) to the claims of any Beneficiary against any Performance Party, and until the Final Payout Date hereby waives any and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and claims which the Performance Undertaking Provider might now have or hereafter acquire against any Performance Party in connection with, or as a result of, the existence or performance of the Performance Undertaking Provider’s obligations under this Deed; (b) will not claim any setoff, recoupment or counterclaim against any Performance Party in respect of any liability of the Performance Undertaking Provider to any Performance Party until the Final Payout Date; and (c) waives any benefit of and any right to participate in any collateral security which may be held by any Beneficiary (or its assigns). 11.2 The payment of any amounts due with respect to any indebtedness of any Performance Party now or hereafter owed to the Performance Undertaking Provider is hereby subordinated to the Obligations. The Performance Undertaking Provider agrees that, until after the occurrence of any default in the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations Obligations, until the Final Payout Date, the Performance Undertaking Provider will not demand, sxx for or otherwise attempt to collect any security for any of the Guaranteed Obligations. Any Indebtedness indebtedness of any Credit Performance Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madePerformance Undertaking Provider. If, and Letters of Credit that have been cash collateralized in accordance with notwithstanding the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank)foregoing sentence, the expiration Performance Undertaking Provider collects, enforces or termination receives any amounts in respect of such indebtedness before the Commitments of Final Payout Date, it shall collect, enforce or receive and hold such amounts as trustee for the Lenders under this Agreement Beneficiaries and the cancellation or expiration of all Letters of Credit (except shall pay such amounts to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent on behalf of the Beneficiaries on account of the Obligations, without affecting in any manner the liability of the Performance Undertaking Provider under the other provisions of this Deed. 11.3 The provisions of this Clause shall be supplemental to and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, not in each case to the extent derogation of any payment hereunderrights and remedies of any Beneficiary under any separate subordination agreement which any Beneficiary may at any time and from time to time enter into with the Performance Undertaking Provider.

Subrogation; Subordination. Each Guarantor hereby agrees that, until Until the payment and satisfaction performance in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, and any and all obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect of Principal Debtor to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of Agent and/or the Lenders under this Agreementthe Financing Documents, it shall subordinate and not exercise any claim and (a) the Guarantor shall not exercise any right or remedyrights against Principal Debtor arising as a result of payment by the Guarantor hereunder, direct or indirect, arising by reason way of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, and will not prove any claim in competition with Agent and/or the Lenders or their respective affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; (b) the Guarantor will not claim any set-off or counterclaim against Principal Debtor in respect of any liability of the Borrower Guarantor to Principal Debtor; and (c) the Guarantor waives any benefit of and any right to participate in any collateral which may be held by Agent and/or the Lenders or any other Guarantor such affiliate. The payment of any of the Guaranteed Obligations or amounts due with respect to any security for any of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be Principal Debtor now or hereafter held by the Guarantor is hereby subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the prior payment and satisfaction in full of all Guaranteed Obligations the Obligations. The Guarantor agrees that after the occurrence and during the continuation of an Event of Default or a Guaranty Event of Default (other than contingent indemnification obligationsas such term is defined in Section 11 below), unasserted expense reimbursement obligationsthe Guarantor will not demand, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect xxx for or otherwise attempt to which arrangements satisfactory collect any such Indebtedness of Principal Debtor to the applicable Cash Management Bank or Hedge Bank Guarantor until the Obligations shall have been made, and Letters of Credit that have been cash collateralized paid in accordance with full. Notwithstanding the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank)foregoing, the expiration or termination of the Commitments of the Lenders under this Agreement Guarantor may take any such action if and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with permitted by the terms of this Loan Agreement, backstopped with a back to back letter or other Financing Documents as applicable. If the Guarantor shall collect, enforce or receive any amounts in respect of credit such Indebtedness in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank)violation hereof, without any further action by any person, the Guarantors such amounts shall be automatically subrogated to collected, enforced and received by the rights Guarantor as trustee for Agent, for the benefit of the Administrative Agent and the Lenders, and may exercise their rights be paid over to Agent, for the benefit of contribution pursuant to Section 7.10the Lenders, on account of the Obligations without affecting in each case to any manner the extent liability of any payment hereunderthe Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. (a) Each US Guarantor hereby agrees that, that until the indefeasible payment and satisfaction in full in cash of all US Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Revolving Loan Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.0115.01(a), whether by subrogation or otherwise, against the US Borrower, UK Borrower, Canadian Borrower or any other US Guarantor of any of the US Guaranteed Obligations or any security for any of the US Guaranteed Obligations. Any Indebtedness of any US Credit Party permitted pursuant to Section 10.05(e) shall be subordinated to such US Credit Party’s US Obligations, UK Obligations and Canadian Obligations in the manner set forth in the intercompany note evidencing such Indebtedness (in a form reasonably acceptable to the Administrative Agent). (b) Each Non-US Obligation Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Non-US Guaranteed Obligations and the expiration and termination of the Revolving Loan Commitments of the Lenders to make UK Revolving Loans and Canadian Revolving Loans under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 15.01 (b), whether by subrogation or otherwise, against any of the UK Borrowers, Canadian Borrowers or any other Non-US Obligation Guarantor of any of the Non-US Guaranteed Obligations or any security for any of the Non-US Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m10.05(e) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon UK Obligations and Canadian Obligations in the payment and satisfaction manner set forth in full of all Guaranteed Obligations the intercompany note evidencing such Indebtedness (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner form reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing BankAdministrative Agent), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunder.

Subrogation; Subordination. Each Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, any Agent, the Second Lien Agent, any Purchaser or any Second Lien Purchaser against Tenneco Operating or Pullman, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents, the Second Lien Agent, the Purchasers and the Second Lien Purchasers against Tenneco Operating or Pullman and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against Tenneco Operating or Pullman that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Tenneco Operating or Pullman in respect of any liability of Performance Guarantor to Tenneco Operating or Pullman and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents, the Second Lien Agent, the Purchasers or the Second Lien Purchasers. The payment of any amounts due with respect to any indebtedness of Tenneco Operating or Pullman now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, until after the occurrence of any default in the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any security for any such indebtedness of Tenneco Operating or Pullman to Performance Guarantor until all of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madepaid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and Letters received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of Credit that have been cash collateralized the Guaranteed Obligations without affecting in accordance with any manner the terms liability of Performance Guarantor under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms Undertaking. The provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors Section 7 shall be automatically subrogated supplemental to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, not in each case to the extent derogation of any payment hereunderrights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

Subrogation; Subordination. Each Guarantor Notwithstanding anything to the contrary contained herein, to the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in full, Provider (a) waives and agrees not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient or any Purchaser against Bank or NCI, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient and Purchasers against Bank or NCI and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against Bank or NCI that arise from the existence or performance of Provider's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI in respect of any liability of Provider to Bank or NCI and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, until after the occurrence of any default in the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination of the Commitments of the Lenders under this Agreement, it shall subordinate and not exercise any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations Obligations, Provider will not demand, sue for or otherwise attempt to collect any security for any such indebtedness of Banx xr NCI to Provider until all of the Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeindefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and Letters received by Provider as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of Credit that have been cash collateralized the Obligations without affecting in accordance with any manner the terms liability of Provider under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms Undertaking. The provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors Section 7 shall be automatically subrogated supplemental to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, not in each case to the extent derogation of any payment hereunderrights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Provider.

Subrogation; Subordination. (a) Each US Guarantor hereby agrees that, that until the indefeasible payment and satisfaction in full in cash of all US Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Revolving Loan Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.0115.01(a), whether by subrogation or otherwise, against the US Borrower, UK Borrower, Canadian Borrower or any other US Guarantor of any of the US Guaranteed Obligations or any security for any of the US Guaranteed Obligations. Any Indebtedness of any US Credit Party permitted pursuant to Section 10.05(e) shall be subordinated to such US Credit Party’s US Obligations, UK Obligation and Canadian Obligations in the manner set forth in the intercompany note evidencing such Indebtedness (in a form reasonably acceptable to the Administrative Agent). (b) Each Non-US Obligation Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Non-US Guaranteed Obligations and the expiration and termination of the Revolving Loan Commitments of the Lenders to make UK Revolving Loans and Canadian Revolving Loans under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 15.01(b), whether by subrogation or otherwise, against any of the UK Borrowers, Canadian Borrowers or any other Non-US Obligation Guarantor of any of the Non-US Guaranteed Obligations or any security for any of the Non-US Guaranteed Obligations. Any Indebtedness of any Credit Party permitted pursuant to Section 6.01(m10.05(e) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon UK Obligations and Canadian Obligations in the payment and satisfaction manner set forth in full of all Guaranteed Obligations the intercompany note evidencing such Indebtedness (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner form reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing BankAdministrative Agent), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunder.

Subrogation; Subordination. Each Foreign Guarantor hereby agrees that, that until the indefeasible payment and satisfaction in full in cash of all Foreign Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or and termination of the Commitments of the Lenders under this Agreement, Agreement it shall subordinate and not exercise waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.017.01(a), whether by subrogation or otherwise, against the Cayman Borrower or any other Foreign Guarantor of any of the Foreign Guaranteed Obligations or any security for any of the Foreign Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s Secured Cayman Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness. (a) Each Domestic Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01(b), whether by subrogation or otherwise, against the Cayman Borrower, the US Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Credit Loan Party permitted pursuant to Section 6.01(m6.01(d) shall be subordinated to such Credit Loan Party’s Guaranteed Obligations; provided that upon Secured Obligations in the payment and satisfaction manner set forth in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunderIntercompany Note evidencing such Indebtedness.

Subrogation; Subordination. Each Guarantor hereby agrees that, until Until the payment and satisfaction performance in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, and any and all obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) and the expiration or termination Customer to any affiliate of the Commitments of Bank, the Lenders under this Agreement, it shall subordinate and not exercise any claim and Guarantor shall not exercise any right or remedyrights against the Customer arising as a result of payment by the Guarantor hereunder, direct or indirect, arising by reason way of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, and will not prove any claim in competition with the Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrower Customer in respect of any liability of the Guarantor to the Customer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Bank or any other such affiliate. The payment of any amounts due with respect to any indebtedness of the Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, provided that so long as no default in the payment or performance of the Obligations has occurred and is continuing, or no demand for payment of any of the Guaranteed Obligations has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any security for any default in the payment or performance of the Guaranteed Obligations. Any Indebtedness Obligations and after demand by Bank of the Customer, the Guarantor will not demand, xxx for or otherwise attempt to collect any Credit Party permitted pursuant to Section 6.01(m) shall be subordinated to such Credit Party’s Guaranteed Obligations; provided that upon indebtedness of the payment and satisfaction in full of all Guaranteed Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory Customer to the applicable Cash Management Bank or Hedge Bank Guarantor until the Obligations shall have been madepaid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and Letters received by the Guarantor as trustee for the Bank and be paid over to the Bank on account of Credit that have been cash collateralized the Obligations without affecting in accordance with any manner the terms liability of the Guarantor under the other provisions of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the expiration or termination of the Commitments of the Lenders under this Agreement and the cancellation or expiration of all Letters of Credit (except to the extent cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), without any further action by any person, the Guarantors shall be automatically subrogated to the rights of the Administrative Agent and the Lenders, and may exercise their rights of contribution pursuant to Section 7.10, in each case to the extent of any payment hereunderGuaranty.