Common use of Agreement To Pay; Subrogation Clause in Contracts

Agreement To Pay; Subrogation. Upon payment by any Guarantor of any sums to the Administrative Agent in respect of the Guarantied Obligations as provided herein, all rights of such Guarantor against any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall be paid to any Guarantor by or on behalf of any Borrower or any other Guarantor by virtue of any right of subrogation, contribution, reimbursement, indemnity or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or 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 Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Party in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Administrative Collateral Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such Guarantor against any other Guarantor the Borrower or Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment fully subordinated to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor now or hereafter held by any Guarantor is hereby subordinated in right of payment Guaranteed Obligations (except for contingent indemnities and cost and expense reimbursement obligations to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have extent no claim has been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If made); provided that if any amount shall be paid to any such Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any such right of subrogation, contribution, reimbursement, indemnity or otherwise prior to the likepayment in full in cash of the Guaranteed Obligations (except for contingent indemnities and cost and expense reimbursement obligations to the extent no claim has been made) and an Event of Default shall be continuing, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied upon against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms Section 4.02 of the Credit Collateral Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company or any other Credit Party to pay any Guaranteed Obligation when and as the same shall become due and payable, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation plus any accrued and unpaid interest on such Obligation (including interest which, but for the Company’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Obligations whether or not a claim is allowed against the Company for such interest in the related bankruptcy case). Upon payment by any Guarantor of any sums to the Administrative Collateral Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such Guarantor against the Company or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of subject to Article VI. If any payment shall be required to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, be made to any indebtedness of the Borrowers Secured Party under this Agreement or any other obligor now or hereafter held by any Credit Document, each Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives unconditionally and irrevocably agrees it will not exercise any rights against any Borrower or any contribute, to the maximum extent permitted by law, such amounts to each other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until Company so as to maximize the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any aggregate amount shall be paid to any Guarantor by or on behalf of any Borrower or any other Guarantor by virtue of any right of subrogation, contribution, reimbursement, indemnity or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured under or unmatured, in accordance connection with the terms of the Credit AgreementDocuments.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Lending Party has at law or in equity against the Borrowers or by virtue hereof, upon the failure of any Term Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Cellco hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Lending Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor Cellco of any sums to the Administrative Agent in respect of the Guarantied Obligations or any Lending Party as provided hereinabove, all rights of such Guarantor Cellco against any other Guarantor the Term Borrowers arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor Term Borrower now or hereafter held by any Guarantor Cellco is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any Guarantor by or Cellco on behalf account of any Borrower or any other Guarantor by virtue of any right of (i) such subrogation, contribution, reimbursement, indemnity or the likesimilar right or (ii) any such indebtedness of a Term Borrower, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Lending Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon against the Guarantied payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreementhereof.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Facility Agent or any other Secured Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrowers to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Facility Agent for distribution to the Secured Parties in cash the amount of such unpaid Secured Obligation. It shall not be necessary for any of the Lenders, in order to enforce such payment or performance by Guarantor, first to institute suit or exhaust its remedies against any of the Borrowers, or others liable to pay or perform such Secured Obligations, or to enforce its rights against any security which shall ever have been given to secure the Secured Obligations. The Lenders shall not be required to mitigate damages or take any other action to reduce, collect or enforce the indebtedness evidenced by the Notes or Secured Obligations. No set-off, counterclaim, reduction, or diminution of any obligations, or any defense of any kind or nature which Guarantor has or may hereafter have against Borrowers or any of the Lenders shall be available hereunder to Guarantor. Upon payment by any the Guarantor of any sums to the Administrative Facility Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such the Guarantor against any other Guarantor the Borrowers arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall be paid to any Guarantor by or on behalf of any Borrower or any other Guarantor by virtue of any right of subrogation, contribution, reimbursement, indemnity or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementArticle III.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the holders of Notes have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers 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 Guarantor hereby promises to and will forthwith pay, or cause to be paid, to such Person as the holders of Notes shall designate in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent in respect holders of the Guarantied Obligations Notes as provided hereinabove, all rights of such Guarantor against any other Guarantor the Issuers arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Guaranteed Obligations. In addition, any indebtedness of the Borrowers or any other obligor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any right of such subrogation, contribution, reimbursement, indemnity or the likesimilar right, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties holders of Notes and shall forthwith be paid turned over to such Person as the Administrative Agent holders of Notes shall designate in the exact form received by such Guarantor (duly endorsed by such Guarantor to such designated Person, if required) to be credited and applied upon against the Guarantied payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementNotes, the Purchase Agreement and the Principal Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or 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 Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Party in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Administrative Collateral Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such Guarantor against the Borrower or any other Guarantor Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment fully subordinated to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness or immediately available funds of the Borrowers Guaranteed Obligations (other than contingent or any other obligor now unliquidated obligations or hereafter held by any Guarantor is hereby subordinated in right of payment liabilities to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have extent no claim therefor has been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If made); provided that if any amount shall be paid to any such Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any such right of subrogation, contribution, reimbursement, indemnity or otherwise prior to the likeTermination Date and an Event of Default shall be continuing, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied upon against the Guarantied Guaranteed Obligations, whether matured or unmatured, in accordance with the terms Section 5.02 of the Credit Collateral Agreement. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no such payment received from any Guarantor that is not a Qualified ECP Guarantor shall be applied by the Collateral Agent or any other Secured Party to the payment of any Excluded Swap Obligations.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of any Borrower or any 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, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Party in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any the Guarantor of any sums to the Administrative Collateral Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such the Guarantor against any other Guarantor Borrower or any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment fully subordinated to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness or immediately available funds of the Borrowers Guaranteed Obligations (other than contingent or any other obligor now unliquidated obligations or hereafter held by any Guarantor is hereby subordinated in right of payment liabilities to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have extent no claim therefor has been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If made); provided that if any amount shall be paid to any the Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any such right of subrogation, contribution, reimbursement, indemnity or otherwise prior to the likeTermination Date and an Event of Default shall be continuing, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied upon against the Guarantied Guaranteed Obligations, whether matured or unmatured, in accordance with the terms Section 7.03 of the Credit Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any Holder of a Security has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid to the Trustee or such other Holders of Securities as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any the Guarantor of any sums to the Administrative Agent in respect Trustee or any Holder of the Guarantied Obligations a Security as provided hereinabove, all rights of such the Guarantor against any other Guarantor the Company arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash cash, of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor Company now or hereafter held by any each Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any right of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the likeCompany, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties Holders of Securities and shall forthwith be paid to the Administrative Agent Trustee to be credited and applied upon against the Guarantied payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture, any Supplemental Indenture and the Securities. Each Guarantor assumes all responsibility for being and keeping itself informed of the Company's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that none of the Trustee or the Holders of Securities will have any duty to advise the Guarantors of information known to it or any of them regarding such circumstances or risks.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Lenders have at law or in equity against the Guarantor by virtue hereof, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for the benefit of the Lenders in cash the amount of the Guaranteed Obligations to the extent required by, and in the manner set forth in Section 2(a) of this Guaranty. Upon payment by any the Guarantor of any sums to the Administrative Agent in respect of the Guarantied Obligations Lenders as provided hereinabove, all the Guarantor shall have no rights of such Guarantor against any other Guarantor the Loan Parties arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment prior to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any the Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any right of such subrogation, contribution, reimbursement, indemnity or the likesimilar right, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties Lenders and shall forthwith be paid turned over to such Person as the Administrative Agent Required Lenders shall designate in the exact form received by the Guarantor (duly endorsed by the Guarantor to such designated Person, if required) to be credited and applied upon against the Guarantied payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or 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 Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Guaranteed Obligation plus any accrued and unpaid interest on such Guaranteed Obligation (including interest which, but for the Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations whether or not such claim is allowed against the Borrower for such interest in the related bankruptcy case). Upon payment by any Guarantor of any sums to the Administrative Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such Guarantor against the Borrower or any other Guarantor Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment subject to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expiredArticle VI. If any amount payment shall be required to be made to any Secured Party under this Agreement, each Guarantor hereby unconditionally and irrevocably agrees that it will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and the Borrower so as to maximize the aggregate amount paid to any Guarantor by or on behalf of any Borrower or any other Guarantor by virtue of any right of subrogation, contribution, reimbursement, indemnity or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured under or unmatured, in accordance connection with the terms of the Credit AgreementLoan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed Obligation when and as the same shall become due and payable, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation plus any accrued and unpaid interest on such Obligation (including interest which, but for the [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Obligations whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy case). Upon payment by any Guarantor of any sums to the Administrative Collateral Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate subject to Article VI. If any payment shall be required to be made to any Secured Party under this Agreement, each Guarantor hereby unconditionally and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and irrevocably agrees it will not exercise any rights against any Borrower or any contribute, to the maximum extent permitted by law, such amounts to each other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until Borrower so as to maximize the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any aggregate amount shall be paid to any Guarantor by or on behalf of any Borrower or any other Guarantor by virtue of any right of subrogation, contribution, reimbursement, indemnity or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured under or unmatured, in accordance connection with the terms of the Credit AgreementLoan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that Lender may have at law or in equity against the Guarantors by virtue hereof, upon the failure of Borrower 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 Guarantor hereby promises to and will forthwith pay, or cause to be paid, to such Person as Lender shall designate in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor the Guarantors of any sums to the Administrative Agent in respect of the Guarantied Obligations Lender as provided hereinabove, all rights of such Guarantor Guarantors against any other Guarantor Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Guaranteed Obligations, provided that each Guarantor shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation upon the indefeasible payment in full of all the Guaranteed Obligations. In addition, any indebtedness of the Borrowers Borrower or any other obligor Obligor now or hereafter held by any Guarantor of the Guarantors is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Guaranteed Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any Guarantor by or of the Guarantors on behalf account of any Borrower or any other Guarantor by virtue of any right of (i) such subrogation, contribution, reimbursement, indemnity or the likesimilar right or (ii) any such indebtedness of Borrower, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Secured Parties of Lender and shall forthwith be paid turned over to such Person as Lender shall designate in the Administrative Agent exact form received by such Guarantor to be credited and applied upon against the Guarantied payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementLoan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Initial Purchaser or any other Purchaser or holder of Notes has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company or any other Obligor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Purchasers and holders of Notes, in cash the amount of such unpaid Obligations. Upon payment by any the Guarantor of any sums to the Administrative Agent in respect any Purchaser or holder of the Guarantied Obligations Notes as provided hereinabove, all rights of such the Guarantor against any other Guarantor the Company arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor Company now or hereafter held by any the Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any the Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any right of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the likeCompany, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties Purchasers or holders of Notes and shall forthwith be paid to the Administrative Agent Purchasers and holders of the Notes to be credited and applied upon against the Guarantied payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementNote Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any the Guarantor of any sums to the Administrative Collateral Agent in respect of the Guarantied Obligations or any Secured Party as provided hereinabove, all rights of such the Guarantor against any other Guarantor the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor Borrower now or hereafter held by any the Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any the Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any right of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the likeBorrower, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied upon against the Guarantied payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementLoan Documents.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrower or any other Credit Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any the Guarantor of any sums to the Administrative Collateral Agent in respect of the Guarantied Obligations or any Secured Party as provided hereinabove, all rights of such the Guarantor against any other Guarantor the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor Borrower now or hereafter held by any the Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any the Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any right of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the likeBorrower, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited and applied upon against the Guarantied payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementDocuments.

Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Agent or any other Secured Party may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent in respect of the Guarantied Obligations as provided hereinabove, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of the Borrowers or any other obligor Borrower now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guarantied Obligations. Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, reimbursement, indemnity and the like) until the Guarantied Obligations have been indefeasibly paid in full in cash, and all Commitments have been terminated and all Letters of Credit have expired. If any amount shall erroneously be paid to any Guarantor by or on behalf account of any Borrower or any other Guarantor by virtue of any right of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the likeBorrower, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon against the Guarantied payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementLoan Documents.