Common use of No Subrogation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment made by any Subsidiary Guarantor the Company hereunder or any set-off or application of funds of any Subsidiary Guarantor the Company by the Guaranteed CreditorsAdministrative Agent, no Subsidiary Guarantor any Lender or any Issuing Bank, the Company shall not be entitled to be subrogated to any of the rights of the Guaranteed Creditors Administrative Agent, any Lender or any Issuing Bank against the Borrower Subsidiary Borrowers or any other Subsidiary Guarantor or any collateral security guarantor or guarantee or right of offset held by the Administrative Agent, any Guaranteed Creditor Lender or any Issuing Bank for the payment of the Liabilities, Subsidiary Obligations nor shall any Subsidiary Guarantor the Company seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Subsidiary Borrowers or any other Subsidiary Guarantor guarantor in respect of payments made by such Subsidiary Guarantor hereunderthe Company under this guarantee, until all amounts owing to the Guaranteed Creditors on account of the Liabilities Subsidiary Obligations are irrevocably and indefeasibly paid in full in cashimmediately available funds and the Commitments have been terminated. All rights and claims of the Company based upon or relating to any right of contribution, no Letter of Credit reimbursement, indemnification or subrogation against the Subsidiary Borrowers or any guarantor shall be outstanding fully subordinated to the Subsidiary Obligations until the Subsidiary Obligations are paid in full in immediately available funds and all of the Commitments are have been terminated. If any amount shall be paid to any Subsidiary Guarantor the Company on account of such subrogation rights at any time when all of the Liabilities Subsidiary Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any Letter of Credit shall be outstanding or any of the Commitments are in effectimmediately available funds, such amount shall be held by such Subsidiary Guarantor in trust the Company for the Guaranteed Creditorsbenefit of the Administrative Agent, the Lenders and the Issuing Banks, and shall, forthwith upon receipt by such Subsidiary Guarantorthe Company, be turned over to the Administrative Agent in the exact form received by such Subsidiary Guarantor the Company (duly indorsed by such Subsidiary Guarantor the Company to the Administrative Agent, if required), to be applied against the Liabilities, Subsidiary Obligations whether matured or unmatured, in such order as determined by the Administrative AgentAgent may determine.

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any each Guaranteeing Subsidiary Guarantor hereunder or under any set-off or application of funds of any Subsidiary Guarantor by the Guaranteed CreditorsNotes Supplemental Indenture, no Guaranteeing Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder of the Guaranteed Creditors Notes of any series against the Borrower Issuer or any other Guaranteeing Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder of the Guaranteed Creditor Notes of such series for the payment of the LiabilitiesGuaranteed Obligations in respect of such series of Guaranteed Notes, nor shall any Guaranteeing Subsidiary Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Issuer or any other Guaranteeing Subsidiary Guarantor in respect of payments made by such Guaranteeing Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders of the Guaranteed Creditors Notes of such series by the Issuer on account of the Liabilities Guaranteed Obligations in respect of the Guaranteed Notes of such series are irrevocably and indefeasibly paid in full in cash, no Letter of Credit shall be outstanding and all of the Commitments are terminatedfull. If any amount shall be paid to any Guaranteeing Subsidiary Guarantor on account of such subrogation rights at any time when all of the Liabilities Guaranteed Obligations in respect of such series of Guaranteed Notes shall not have been irrevocably and indefeasibly paid in full in cash, any Letter of Credit shall be outstanding or any of the Commitments are in effectfull, such amount shall be held by such Guaranteeing Subsidiary Guarantor in trust for the Trustee and the Holders of the Guaranteed CreditorsNotes of such series, segregated from other funds of such Guaranteeing Subsidiary, and shall, forthwith upon receipt by such Subsidiary GuarantorGuaranteeing Subsidiary, be turned over to the Administrative Agent Trustee in the exact form received by such Guaranteeing Subsidiary Guarantor (duly indorsed by such Guaranteeing Subsidiary Guarantor to the Administrative AgentTrustee, if required), to be applied against the Liabilities, whether matured or unmatured, as determined by the Administrative Agentsuch Guaranteed Obligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment made or payments by any of the Subsidiary Guarantor hereunder Guarantors hereunder, or any set-off or application of funds of any of the Subsidiary Guarantor Guarantors by the Agent or any Secured Party, or the receipt of any amounts by the Agent or any Secured Party with respect to any of the Guaranteed CreditorsObligations, no none of the Subsidiary Guarantor Guarantors shall be entitled to be subrogated to any of the rights of the Guaranteed Creditors Agent or any Secured Party against the Borrower Borrower, any of the other Subsidiary Guarantors, the Parent or any other Subsidiary Guarantor guarantor of the Guaranteed Obligations or against any collateral security or guarantee or right of offset held by the Agent or any Guaranteed Creditor Secured Party for the payment of the LiabilitiesGuaranteed Obligations, nor shall any of the Subsidiary Guarantor seek or be entitled to Guarantors seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower Borrower, any of the other Subsidiary Guarantors, the Parent or any other Subsidiary Guarantor guarantor of the Guaranteed Obligations in respect of payments made by such Subsidiary Guarantor hereunderin connection with the Guaranteed Obligations, until all amounts owing to the Guaranteed Creditors Agent and the Secured Parties on account of the Liabilities Guaranteed Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit shall be outstanding and all of the Revolving Loan Commitments are terminated. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Liabilities Guaranteed Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any Letter of Credit shall be outstanding or any of the Revolving Loan Commitments are in effectnot terminated, such amount shall be held by such Subsidiary Guarantor in trust for the Guaranteed CreditorsAgent, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed endorsed by such Subsidiary Guarantor to the Administrative Agent, if required), ) to be applied against the LiabilitiesGuaranteed Obligations, whether matured or unmatured, in such order as determined by set forth in the Administrative AgentLoan Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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