Common use of No Subrogation Clause in Contracts

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderthe Guarantors hereunder or any set-off or application of funds of the Guarantors by the Buyer or any of its Affiliates, no Guarantor the Guarantors shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Guaranteed Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Issuer Seller on account of the Guaranteed Obligations are paid in fullfull and the Master Repurchase Agreement is terminated. If any amount shall be paid to any Guarantor the Guarantors on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such each Guarantor, and shall, forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Trustee Buyer in the exact form received by such Guarantor the Guarantors (duly indorsed by such the related Guarantor to the TrusteeBuyer, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Buyer may determine.

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderthe Guarantors hereunder or any set-off or application of funds of the Guarantors by the Buyer or any of its Affiliates, no Guarantor the Guarantors shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Buyer against any Holder against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Guaranteed Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer any Seller or any other Guarantor guarantor in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Issuer Sellers on account of the Guaranteed Obligations are paid in fullfull and the Master Repurchase Agreement is terminated. If any amount shall be paid to any Guarantor the Guarantors on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such each Guarantor, and shall, forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Trustee Buyer in the exact form received by such Guarantor the Guarantors (duly indorsed by such Guarantor the Guarantors to the TrusteeBuyer, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Buyer may determine.

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, in each case, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Issuer Seller on account of the Guaranteed Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of 91 days following the final payment of the last of all of the Obligations under the Repurchase Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Collateral Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Secured Party against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Secured Party for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Obligations are paid in fullTermination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Guaranteed Obligations shall not have been paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersAgent, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeCollateral Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 5.3 of the Pledge Agreement.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Issuer Issuers or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Issuers or any other Guarantor in respect of payments made by such Guarantor hereunderhereunder (including, without limitation, under Section 10.3), until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Issuer Issuers on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor any of the Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the Trustee, the Collateral Agent or extent permitted by applicable law) of any Holder Guaranteed Party against the any Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Guaranteed Party for the payment of the any Guaranteed ObligationsObligation, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the any Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Obligations are paid in fullGuarantee Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of prior to the Guaranteed Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holdersapplicable Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee applicable Guaranteed Parties in the exact form received by such Guarantor (duly indorsed by such Exhibit 10.16 Guarantor to the Trustee, applicable Guaranteed Parties if required), to be applied against the applicable Guaranteed ObligationsObligation, whether due or to become due.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor any of the Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the Trustee, the Collateral Agent or extent permitted by applicable law) of any Holder Guaranteed Party against the any Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Guaranteed Party for the payment of the any Guaranteed ObligationsObligation, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the any Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Obligations are paid in fullGuarantee Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of prior to the Guaranteed Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holdersapplicable Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee applicable Guaranteed Parties in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, applicable Guaranteed Parties if required), to be applied against the applicable Guaranteed ObligationsObligation, whether due or to become due.

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderany of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder other Secured Party against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder other Secured Party for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Obligations are paid in fullRelease Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Guaranteed Obligations shall not have been paid in fullRelease Date, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holdersother Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeCollateral Agent, if required), to be applied against the Guaranteed Obligations, whether due or to become due, in accordance with Section 5.04 of the Security Agreement.

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

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

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

No Subrogation. Notwithstanding any performance, payment or payments made by each Guarantor hereunderhereunder (or any set-off or application of funds of Guarantor by Owner), no Guarantor shall not be entitled to be subrogated to any of the rights of the TrusteeContractor (or of any rights of Owner hereunder), the Collateral Agent or any Holder against the Issuer or any other Guarantor or any collateral security collateral, security, or guarantee or right of offset set-off held by the TrusteeOwner, the Collateral Agent or any Holder for the performance or payment of the Guaranteed Obligationsobligations guaranteed hereunder, nor shall any Guarantor seek or be entitled to seek assert or enforce any contribution or reimbursement from the Issuer right of contribution, reimbursement, indemnity or any other Guarantor in respect right to payment from Contractor as a result of payments made by such Guarantor hereunder, Guarantor’s performance of its obligations pursuant to this Guarantee until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Obligations are performed or paid in full. If any amount shall be paid to any Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnity rights at any time when all of the Guaranteed Obligations and all amounts owing hereunder shall not have been performed and paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersOwner, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Owner in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the TrusteeOwner, if required), to be applied against the Guaranteed Obligations, whether or not matured, in such order as Owner may determine.

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor the Guarantors hereunder, no Guarantor none of the Guarantors shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor of the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders Holders, as well as the holders of any other Permitted Indebtedness, by the Issuer on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor of the Guarantors on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.

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

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

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

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

No Subrogation. Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment rights that it may now have or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated hereafter acquire against Parent or Merger Sub with respect to any of the rights Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the TrusteeGuarantor’s obligations under or in respect of this Limited Guaranty, the Collateral Agent or including, without limitation, any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trusteesubrogation, the Collateral Agent reimbursement, exoneration, contribution or indemnification and any Holder for the payment right to participate in any claim or remedy of the Guaranteed ObligationsParty against Parent or Merger Sub, nor shall any Guarantor seek whether or be entitled not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to seek any contribution take or reimbursement receive from the Issuer Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other Guarantor in respect of payments made by such Guarantor hereundermanner, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Guaranteed Obligations shall not have been paid in fullObligations, such amount shall be received and held by such Guarantor in trust for the Trusteebenefit of the Guaranteed Party, the Collateral Agent and the Holders, shall be segregated from other property and funds of such Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Guarantor, be turned over paid or delivered to the Trustee Guaranteed Party in the exact same form as so received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guaranteed ObligationsGuarantor under this Limited Guaranty.

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Issuer or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, nor claim an amount under any law relating to bankruptcy, winding up or the protection of creditors in relation to the Borrower until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Issuer Borrower on account of the Guaranteed Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Guaranteed Obligations.

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor any of the Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the Trustee, the Collateral Agent or extent permitted by applicable law) of any Holder Guaranteed Party against the any Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Guaranteed Party for the payment of the any Guaranteed ObligationsObligation, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the any Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Obligations are paid in fullGuarantee Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of prior to the Guaranteed Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holdersapplicable Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee applicable Guaranteed Parties in the exact form received by such Guarantor (duly indorsed by such Exhibit 10.14 Guarantor to the Trustee, applicable Guaranteed Parties if required), to be applied against the applicable Guaranteed ObligationsObligation, whether due or to become due.

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

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

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Secured Party against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Secured Party for the payment of the Guaranteed Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer Secured Parties on account of the Guaranteed Borrower Obligations are irrevocably and indefeasibly paid in fullfull in cash. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Borrower Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such GuarantorSecured Parties, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Guaranteed Borrower Obligations, whether matured or unmatured, in accordance with Section 10.02(c) of the Term Loan Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set‑off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Issuer Seller on account of the Guaranteed Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of ninety-one (91) days following the final payment of the last of all of the Obligations under the Repurchase Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunderhereunder or any setoff or application of funds of any Guarantor by any Guaranteed Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Guaranteed Party against the Issuer Company or any other Guarantor or any collateral security or guarantee or right of offset setoff held by the Trustee, the Collateral Administrative Agent or any Holder other Guaranteed Party for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Guaranteed Parties by the Issuer Company on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersGuaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Administrative Agent for deposit to the deposit accounts established pursuant to Section 5.8 of the Credit Agreement in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as specified in the Security Agreement.

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Secured Parties, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Secured Parties against the Issuer Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Secured Parties for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, Secured Parties by the Collateral Agent Company and the Holders by the Issuer Guarantors on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, benefit of the Collateral Agent and the HoldersSecured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeCollateral Agent, if required), to be applied against the Guaranteed Obligations., whether matured or unmatured, in such order as the Secured Parties may determine. 1.5

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Lender against any Holder against the Issuer Borrower or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Guaranteed Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to of the TrusteeSecured Obligations are Paid in Full, the Collateral Agent no Letter of Credit shall be outstanding and the Holders by the Issuer on account of the Guaranteed Obligations Commitments are paid in fullterminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly 14766401\V-7 indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Guaranteed Secured Obligations, whether matured or unmatured, in such order as the Lender may determine.

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall will be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Issuer Issuers or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Guaranteed Guarantor Obligations, nor shall will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Issuers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Issuer Issuers on account of the Guaranteed Guarantor Obligations are paid in full. If any amount shall will be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Guarantor Obligations shall will not have been paid in full, such amount shall will be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shallwill, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form 134 received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Guarantor Obligations.

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor the Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or other guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor or guarantor in respect of payments made by such any Guarantor hereunder, in each case until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Issuer Borrower on account of the Guaranteed Obligations are paid in fullfull and the Term Loan Commitment is terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in fullfull and the Term Loan Commitment shall not have terminated, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantorthe Guarantors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Lender may determine.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.. 138

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by Secured Creditor, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Secured Creditor against the Issuer Borrower or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Secured Creditor for the payment of the Guaranteed Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Secured Obligations to Secured Creditor under the Promissory Note are paid Paid in fullFull. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Secured Obligations to Secured Creditor under the Promissory Note shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersSecured Creditor, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Secured Creditor in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeSecured Creditor, if required), to be applied against the Guaranteed Secured Obligations, whether matured or unmatured, in a manner consistent with the provisions of the Promissory Note.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunder, no or any setoff or application of funds of the Guarantor shall be entitled by the Agent or any Secured Party, the Guarantor hereby irrevocably agrees not to exercise any and all rights it may have to be subrogated to any of the rights of the Trustee, Agent and the Collateral Agent Secured Parties against any of the Company or any Holder against the Issuer Subsidiary thereof and any and all rights of reimbursement, assignment, indemnification or implied contract or any other Guarantor similar rights against any of the Company or any collateral security Subsidiary thereof or guarantee against any endorser or right other guarantor of offset held by the Trustee, the Collateral Agent all or any Holder for the payment part of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from until the Issuer or any other Guarantor termination of this Guaranty in respect of payments made by such Guarantor hereunderaccordance with paragraph 6 hereof. If, until all amounts owing to notwithstanding the Trusteeforegoing, the Collateral Agent and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the Holderseach Secured Party, segregated from other funds of such the Guarantor, and shall, forthwith upon (and in any event within two (2) Business Days of) receipt by such the Guarantor, be turned over to the Trustee Agent in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the TrusteeAgent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determine (subject to the provisions of the Credit Agreement).

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

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

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

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

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