Common use of Agreement to Pay; Subordination of Subrogation Claims Clause in Contracts

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative Agent (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Guaranteed Finance Party has at law Law or in equity against any Canadian the Guarantor by virtue hereof, upon the failure of any Other Loan Party Group Obligor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Guaranteed Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian the Guarantor of any sums to the Administrative Facility Agent or any other Secured Guaranteed Finance Party as provided above, all rights of such Canadian the Guarantor against any Other Loan Party other Group Obligor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Obligations and Discharge of Finance Obligations. No failure on the part of any Other Loan Party other Group Obligor or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian the Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian the Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Guaranteed Finance Parties and shall forthwith be turned over to the Administrative Facility Agent in the exact form received by the Guarantor (duly endorsed by such Canadian the Guarantor to the Administrative Facility Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Guaranteed Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Party has at law or in equity against any Canadian U.S. Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian U.S. Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian U.S. Guarantor of any sums to the Administrative Agent or any other Secured Party as provided above, all rights of such Canadian U.S. Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian U.S. Guarantor, any rights of such Canadian U.S. Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of U.S. Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian U.S. Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian U.S. Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative Agent (duly endorsed by such Canadian U.S. Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Subsidiary Guarantor, any rights of such Canadian Guarantor arising under Article II III of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Obligations and Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Requirements of Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Finance Party as designated thereby in cash the amount of (subject, in the case of Athene Life Re, to Section 2.01(d), and in the case of Athene Annuity Re, to Section 2.01(e)) such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian a Guarantor arising under Article II III of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Obligations and Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Finance Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Party as provided above, all rights of such Canadian Guarantor against any Other Loan Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Obligations and Discharge of Finance Obligations. No failure on the part of any Other Loan Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law or in equity against any Canadian the Guarantor by virtue hereof, upon the failure of any Other Loan Party AHL to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian the Guarantor of any sums to the Administrative Agent or any other Secured Finance Party as provided above, all rights of such Canadian the Guarantor against any Other Loan Party AHL arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian a Guarantor arising under Article II III of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Obligations and Discharge of Finance Guaranteed Obligations. No failure on the part of any Other Loan Party AHL or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian the Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian the Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Finance Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed by such Canadian the Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Subsidiary Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Finance Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Credit Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law Law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent, or any other Agent or such other Secured Finance Party as designated thereby by the Administrative Agent in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent any other Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this AgreementII) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Secured Parties Finance Parties, and shall forthwith be turned over to the Administrative Agent Agent, in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Collateral Agent or any other Secured Party Holder has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party Holder as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Collateral Agent or any other Secured Party Holder as provided above, all rights of such Canadian Guarantor against any Other Loan Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties Holders and shall forthwith be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Collateral Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Bridge Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Collateral Agent or any other Secured Party Holder has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party Holder as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Collateral Agent or any other Secured Party Holder as provided above, all rights of such Canadian Guarantor against any Other Loan Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties Holders and shall forthwith be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Collateral Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Amended and Restated Convertible Note Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law Law or in equity against any Canadian Subsidiary Guarantor by virtue hereof, upon the failure of any Other other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby for application in accordance with Section 2.03(c) in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Subsidiary Guarantor of any sums to the Administrative Agent or any other Secured Party as provided aboveAgent, all rights of such Canadian Subsidiary Guarantor against any Other other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Subsidiary Guarantor, any rights of such Canadian Subsidiary Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Subsidiary Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Secured Parties Finance Parties, and shall forthwith be turned over to the Administrative Agent Agent, in the form received by such Subsidiary Guarantor (duly endorsed by such Canadian Subsidiary Guarantor to the Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Documents. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law Law or in equity against any Canadian Subsidiary Guarantor by virtue hereof, upon the failure of any Other other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby for application in accordance with Section 2.03(c) in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Subsidiary Guarantor of any sums to the Administrative Agent or any other Secured Party as provided aboveAgent, all rights of such Canadian Subsidiary Guarantor against any Other other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Subsidiary Guarantor, any rights of such Canadian Subsidiary Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Subsidiary Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Secured Parties Finance Parties, and shall forthwith be turned over to the Administrative Agent Agent, in the form received by such Subsidiary Guarantor (duly endorsed by such Canadian Subsidiary Guarantor to the Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Subsidiary Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Finance Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that either of the Administrative AgentAgents, any other Agent or any other Secured Finance Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the relevant Administrative Agent or such other Secured Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the such Administrative Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Subsidiary Guarantor, any rights of such Canadian Guarantor arising under Article ARTICLE II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance Obligations. No failure on the part of any Other Loan Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Finance Parties and shall forthwith be turned over to the relevant Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the such Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law Law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent, or any other Agent or such other Secured Finance Party as designated thereby by the Administrative Agent in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent any other Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Secured Parties Finance Parties, and shall forthwith be turned over to the Administrative Agent Agent, in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Party has at law or in equity against any Canadian U.S. Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian U.S. Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian U.S. Guarantor of any sums to the Administrative Agent or any other Secured Party as provided above, all rights of such Canadian U.S. Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian U.S. Guarantor, any rights of such Canadian U.S. Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian U.S. Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian U.S. Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative Agent (duly endorsed by such Canadian U.S. Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Finance Party as designated thereby in cash the amount of (subject, in the case of Athene Life Re, to Section 2.01(d)) such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian a Guarantor arising under Article II III of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Obligations and Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Finance Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Credit Party has at law Law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, subject to the terms of the Intercreditor Agreement, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or Agent, such other Secured Credit Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Credit Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Secured Parties Credit Parties, and shall forthwith be turned over over, as applicable, to the Administrative Agent Agent, in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Loan Documents, including the Intercreditor Agreement.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Finance Party has at law Law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or Agent, such other Secured Finance Party as designated thereby (in respect of Guaranteed Obligations in respect of the Canadian Obligations) in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Finance Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Secured Parties Finance Parties, and shall forthwith be turned over over, as applicable, to the Administrative Agent Agent, in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Secured Party has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Agent or any other Secured Party as provided above, all rights of such Canadian Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian a Guarantor arising under Article II III of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Obligations and Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Finance Loan Documents.. Section 2.07

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Collateral Agent or any other Secured Party Holder has at law or in equity against any Canadian Guarantor by virtue hereof, upon the failure of any Other Loan Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party Holder as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Canadian Guarantor of any sums to the Administrative Collateral Agent or any other Secured Party Holder as provided above, all rights of such Canadian Guarantor against any Other Loan Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations, until the Discharge of Finance ObligationsObligations (other than contingent indemnification obligations). No failure on the part of any Other Loan Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties Holders and shall forthwith be turned over to the Administrative Collateral Agent in the exact form received by such Guarantor (duly endorsed by such Canadian Guarantor to the Administrative Collateral Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Finance Convertible Note Documents.