Common use of No Subrogation Clause in Contracts

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in full. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreement.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared any Co-Collateral Agent or any Dex Shared Collateral Secured other Credit Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared any Co-Collateral Agent or any Dex Shared Collateral Secured other Credit Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Co-Collateral Agent Agents or any Dex Shared Collateral Secured other Credit Party for the payment of any of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution contribution, reimbursement or reimbursement indemnification from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, and notwithstanding the foregoing, in the event that any Guarantor possesses any such rights of subrogation, contribution, reimbursement or indemnification, all such rights shall in all respects be subordinated and junior in right of payment, until all amounts owing to the Shared Co-Collateral Agent Agents and the Dex Shared Collateral Secured other Credit Parties by any Dex Borrower each of the Borrowers on account of the Dex its Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full, no Letter of Credit shall be outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnification rights at any time when all any of the Dex Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Co-Collateral Agent Agents and the Dex Shared Collateral Secured other Credit Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over transferred to the Shared Agent’s Account (or as the Co-Collateral Agent Agents may otherwise direct) in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAgent may determine.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Newco Subordinated Guarantor hereunder or any set-off or application of funds of any Dex Shared Newco Subordinated Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Newco Subordinated Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Newco Subordinated Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Newco Subordinated Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Newco Subordinated Guarantor in respect of payments made by such Dex Shared Newco Subordinated Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in full. If any amount shall be paid to any Dex Shared Newco Subordinated Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Newco Subordinated Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Newco Subordinated Guarantor, and shall, forthwith upon receipt by such Dex Shared Newco Subordinated Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Newco Subordinated Guarantor (duly indorsed by such Dex Shared Newco Subordinated Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreement.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared the Guarantor (duly indorsed by such Dex Shared Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agentcontrary contained in this Limited Guaranty or otherwise, if required)the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be applied against available to Parent and/or Merger Sub under the Dex Borrower Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared U.S. Guarantor hereunder or any set-off or application of funds of any Dex Shared U.S. Guarantor by the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party, no Dex Shared U.S. Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex Borrower or any other Dex Shared U.S. Guarantor or any collateral security or guarantee or right of offset held by the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared U.S. Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared U.S. Guarantor in respect of payments made by such Dex Shared U.S. Guarantor hereunder, until all amounts owing to the Shared ABL Collateral Agent and the Dex Shared Collateral other Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullfull in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Dex Shared U.S. Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in fullfull in cash or any Letter of Credit shall remain outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) or any of the Commitments shall remain in effect, such amount shall be held by such Dex Shared U.S. Guarantor in trust for the Shared ABL Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of such Dex Shared U.S. Guarantor, and shall, forthwith upon receipt by such Dex Shared U.S. Guarantor, be turned over to the Shared ABL Collateral Agent in the exact form received by such Dex Shared U.S. Guarantor (duly indorsed by such Dex Shared U.S. Guarantor to the Shared ABL Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such U.S. Guarantor and/or then or at any time thereafter may be applied against the Dex any Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementABL Collateral Agent may determine.

No Subrogation. (a) Notwithstanding Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or Other Guarantors, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Sub or Other Guarantors, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until all of the Dex Borrower Guaranteed Obligations are and all other amounts payable under this Limited Guaranty shall have been paid in fullfull in immediately available funds. If any amount shall be paid to any Dex Shared a Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Guaranteed Obligations shall not have been paid in fulland all other amounts payable under this Limited Guaranty, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, Guarantor and shall, shall forthwith upon receipt be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, under this Limited Guaranty whether matured or unmatured, or to be held as collateral for any Guaranteed Obligations or all other amounts payable under this Limited Guaranty thereafter arising. Notwithstanding anything to the contrary contained in accordance this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that subject to Section 3 hereof: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, each Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) each Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Intercreditor AgreementGuaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared the Guarantor hereunder hereunder, or any set-off or application of funds of any Dex Shared the Guarantor by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared the Guarantor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender against any Dex the Borrower or any other Dex Shared Guarantor or against any collateral security or guarantee or right of offset held by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower Obligations, nor shall any Dex Shared the Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared the Guarantor hereunder, until all amounts owing to the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured Parties Lenders by any Dex the Borrower on account of the Dex Borrower Obligations are paid in fullfull and the Commitments terminated. If any amount shall be paid to any Dex Shared the Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared the Guarantor in trust for the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared the Guarantor, and shall, forthwith upon receipt by such Dex Shared the Guarantor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared the Guarantor (duly indorsed by such Dex Shared the Guarantor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAdministrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower to the Guarantor in any such proceeding, the Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Canadian Guarantor hereunder or any set-off or application of funds of any Dex Shared Canadian Guarantor by the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party, no Dex Shared Canadian Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex the Canadian Borrower or any other Dex Shared Canadian Guarantor or any collateral security or guarantee or right of offset held by the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Canadian Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Canadian Borrower or any other Dex Shared Canadian Guarantor in respect of payments made by such Dex Shared Canadian Guarantor hereunder, until all amounts owing to the Shared ABL Collateral Agent and the Dex Shared Collateral other Secured Parties by any Dex the Canadian Borrower on account of the Dex Borrower Obligations are paid in fullfull in cash, no Canadian Facility Letter of Credit shall be outstanding (except for Canadian Facility Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Dex Shared Canadian Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in fullfull in cash or any Canadian Facility Letter of Credit shall remain outstanding (except for Canadian Facility Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) or any of the Commitments shall remain in effect, such amount shall be held by such Dex Shared Canadian Guarantor in trust for the Shared ABL Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of such Dex Shared Canadian Guarantor, and shall, forthwith upon receipt by such Dex Shared Canadian Guarantor, be turned over to the Shared ABL Collateral Agent in the exact form received by such Dex Shared Canadian Guarantor (duly indorsed endorsed by such Dex Shared Canadian Guarantor to the Shared ABL Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Canadian Guarantor and/or then or at any time thereafter may be applied against the Dex any Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementABL Collateral Agent may determine.

No Subrogation. (a) Notwithstanding Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any payment made by any Dex Shared Guarantor hereunder claim or any set-off or application of funds of any Dex Shared Guarantor by right that it may have against the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Administrative Agent, the Collateral Agent or any Dex Shared Collateral other Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Administrative Agent, the Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Administrative Agent, the Collateral Agent or any Dex Shared Collateral other Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Administrative Agent, the Collateral Agent and the Dex Shared Collateral other Secured Parties by any Dex the Borrower on account of the Dex Borrower Obligations are shall have been paid in fullfull (other than Borrower Hedge Agreement Obligations, Borrower Foreign Currency L/C Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have been terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex such Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Administrative Agent, the Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementCollateral Agent may determine.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Each Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall hereby unconditionally and irrevocably agrees not to exercise any rights of subrogation to any of the rights of the Shared Collateral Agent that it may now have or any Dex Shared Collateral Secured Party hereafter acquire against any Dex Borrower Loan Party, or any other Dex Shared Guarantor guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Guaranty, including any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligationssubrogation, nor shall any Dex Shared Guarantor seek or be entitled to seek any reimbursement, exoneration, contribution or reimbursement from indemnification and any Dex Borrower right to participate in any claim or remedy of any Lender against any Loan Party or any other Dex Shared Guarantor guarantor or any collateral, whether or not such claim, remedy or right arises in respect of payments made equity or under contract, statute or common law, including the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by such Dex Shared Guarantor hereundersetoff or in any other manner, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower payment or security on account of such claim, remedy or right, unless and until the Dex Borrower Obligations are paid in fullTermination Requirements have been satisfied. If any amount shall be paid to any Dex Shared such Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesLenders, shall be segregated from other property and funds of such Dex Shared Guarantor, Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Administrative Agent in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), with any necessary endorsement or assignment) to be credited and applied against the Dex Borrower Obligationsto all amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Intercreditor Agreementterms of the Loan Documents, or to be held as collateral for any amounts payable under this Guaranty thereafter arising. If (i) such Guarantor shall make payment to any Lender of all or any amounts payable under this Guaranty, and (ii) the Termination Requirements shall have been satisfied, the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyGuaranteed Creditor, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of any Guaranteed Creditor against the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Guaranteed Creditor for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and Guaranteed Creditors by the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations except for (i) the Swap Agreements which shall be payable upon the terms of such Swap Agreements, (ii) contingent obligations not yet due, and (iii) amounts owed or other obligations under Treasury Management Agreements with respect to which satisfactory collateral has been posted, are paid in fullfull in cash, no Letter of Credit shall be outstanding (or all such Letters of Credit shall have been satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion) and all of the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations except for (i) the Swap Agreements which shall be payable upon the terms of such Swap Agreements, (ii) contingent obligations not yet due, and (iii) amounts owed or other obligations under Treasury Management Agreements with respect to which satisfactory collateral has been posted, shall not have been paid in fullfull in cash, any Letter of Credit shall be outstanding (or all such Letters of Credit shall have been satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion) or any of the Commitments are in effect, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared GuarantorGuaranteed Creditors, and shall, forthwith promptly upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with Section 10.02(c) of the Intercreditor Credit Agreement.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Newco Subordinated Guarantor hereunder or any set-off or application of funds of any Dex Shared Newco Subordinated Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Newco Subordinated Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Newco Subordinated Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Newco Subordinated Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Newco Subordinated Guarantor in respect of payments made by such Dex Shared Newco Subordinated Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullfull and any Incremental Revolving Commitments shall be terminated. If any amount shall be paid to any Dex Shared Newco Subordinated Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Newco Subordinated Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Newco Subordinated Guarantor, and shall, forthwith upon receipt by such Dex Shared Newco Subordinated Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Newco Subordinated Guarantor (duly indorsed by such Dex Shared Newco Subordinated Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreement.

No Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that such Guarantor may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee (a) Notwithstanding subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable), including, without limitation, any payment made right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security on account of such claim, remedy or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligationsright, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, unless and until all amounts owing payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are extent applicable) shall have been paid in fullfull in immediately available funds. If any amount shall be paid to any Dex Shared Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when prior to the satisfaction in full of all of amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the Dex Borrower Obligations shall not have been paid in fullextent applicable), such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, Guarantor and shall, shall forthwith upon receipt be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreementunder this Limited Guarantee.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Parent, Merger Subsidiary or any other Person liable with respect to any of the Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Subsidiary or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Subsidiary or such other Person, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Obligations are and any other amounts that may be payable under this Limited Guarantee shall have been paid in fullfull in cash. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fulland any other amounts that may be payable under this Limited Guarantee, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentObligations and any other amounts that may be payable under this Limited Guarantee, if required), to be applied against in accordance with the Dex Borrower Obligationsterms of the Merger Agreement and herewith, whether matured or unmatured, in accordance with or to be held as collateral for the Intercreditor AgreementObligations or other amounts payable under this Limited Guarantee thereafter arising.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared the Guarantor hereunder hereunder, or any set-off or application of funds of any Dex Shared the Guarantor by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared the Guarantor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender against any Dex the Borrower or any other Dex Shared Guarantor or against any collateral security or guarantee or right of offset held by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower Obligations, nor shall any Dex Shared the Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared the Guarantor hereunder, until all amounts owing to the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured Parties Lenders by any Dex the Borrower on account of the Dex Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to any Dex Shared the Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared the Guarantor in trust for the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared the Guarantor, and shall, forthwith upon receipt by such Dex Shared the Guarantor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared the Guarantor (duly indorsed by such Dex Shared the Guarantor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAdministrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning of any Debtor Relief Law, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower to the Guarantor in any such proceeding, the Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Parent, Merger Subsidiary or any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Subsidiary or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Subsidiary or such other Person, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are and any other amounts that may be payable under this Limited Guarantee shall have been paid in fullfull in cash. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Guaranteed Obligations shall not have been paid in fulland any other amounts that may be payable under this Limited Guarantee, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentGuaranteed Obligations and any other amounts that may be payable under this Limited Guarantee, if required), to be applied against in accordance with the Dex Borrower Obligationsterms of the Merger Agreement and herewith, whether matured or unmatured, in accordance with or to be held as collateral for the Intercreditor AgreementGuaranteed Obligations or other amounts payable under this Limited Guarantee thereafter arising.

No Subrogation. (a) Notwithstanding The Guarantors hereby unconditionally and irrevocably agree not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against one or both of the Buyer Parties or any other Person liable with respect to any of the Obligations that arise from the existence, payment, performance, or enforcement of the Guarantors’ obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against one or more of the Buyer Parties or any other Person interested in the transactions contemplated by the Merger Agreement liable with respect to any of the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from one or more of the Buyer Parties or any other Person liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until all of the Dex Borrower Obligations are and Prevailing Party Costs, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantors shall have the right to cause any other Person to satisfy its payment obligations to the Company under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantors of their obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to any Dex Shared Guarantor on account the Guarantors in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the payment in full in cash of the Dex Borrower Obligations shall not have been paid in fulland Prevailing Party Costs, if applicable, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantors and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentObligations and Prevailing Party Costs, if required)applicable, to be applied against in accordance with the Dex Borrower Obligationsterms of the Merger Agreement, whether matured or unmatured, in accordance with the Intercreditor Agreementor to be held as collateral for any Obligations or Prevailing Party Costs, if applicable, thereafter arising.

No Subrogation. (a) Notwithstanding Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor irrevocably waives any payment made by claims or other rights that Guarantor now has or may acquire against any Dex Shared Guarantor hereunder Borrower that arise from the existence, payment, performance or enforcement of Guarantor's obligations under this Guaranty, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Credit Agent or any Lender against any Borrower or any collateral that Credit Agent or any Lender now has or may acquire, whether or not that claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Borrower, directly or indirectly, in cash or other property or by set-off or application in any manner, payment or security on account of funds that claim or other right. In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or indemnity to the extent any Dex Shared Guarantor by such rights give rise to a claim under the Shared Collateral U.S. Bankruptcy Code that payments or transfers to Credit Agent or any Dex Shared Collateral Secured Party, no Dex Shared Lender with respect to the Guaranteed Debt constitute a preference in favor of Guarantor shall exercise any rights of subrogation to any of or a claim under the rights of U.S. Bankruptcy Code that the Shared Collateral preference is recoverable from Credit Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Lender. Any amount paid to Guarantor or any collateral security or guarantee or right in violation of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party preceding two sentences is deemed to have been paid to Guarantor for the payment of the Dex Borrower Obligationsbenefit of, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor and held in respect of payments made by such Dex Shared Guarantor hereundertrust for, until all amounts owing to the Shared Collateral Credit Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in full. If any amount shall Lenders and must immediately be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall Credit Agent to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent credited and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over applied to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsGuaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, in accordance Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against any Borrower or any collateral that Credit Agent or any Lender now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of Credit Agent's or any Lender's election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation and reimbursement against any Borrower. To the extent permitted by Part 6 of Article 9 of the Uniform commercial Code of Minnesota or of any other applicable jurisdiction ("Part 6"), Guarantor also waives the right to require Credit Agent or any Lender to comply with the Intercreditor Agreementprovisions of Part 6 in connection with Credit Agent's enforcement of any security interest securing the payment or performance of the Guaranteed Debt. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the Agreement and that the waivers set forth in this Section are knowingly made in contemplation of those benefits. Guarantor agrees that Credit Agent and Lenders will incur no liability as a result of the commercially reasonable sale or other disposition of all or any portion of the Collateral at any public or private sale or other disposition. Guarantor waives (to the extent permitted by law) any claims Guarantor may have against Credit Agent or any Lender arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price that Credit Agent might have obtained at a public sale, or was less than the aggregate amount of the Guaranteed Debt, even if Credit Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Guarantor agrees that any sale of Collateral under the terms of a Purchase Commitment, or any other disposition of Collateral arranged by any Borrower, whether before or after the occurrence of an Event of Default, will be deemed to have been made in a commercially reasonable manner. Guarantor acknowledges that Mortgage Loans are collateral of a type that is the subject of widely distributed standard price quotations and that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor waives any right Guarantor may have to prior notice of the sale of Pledged Securities, and agrees that Credit Agent or any Lender may purchase Pledged Loans and Pledged Securities at a private sale of such Collateral.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor of the Guarantors hereunder or any set-off or appropriation and application of funds of any Dex Shared Guarantor of the Guarantors by the Shared Collateral Agent or any Dex Shared Collateral other Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Shared Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral other Secured Party for the payment of any of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution contribution, indemnifications or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor or other guarantor in respect of payments made by such Dex Shared Guarantor hereunderhereunder in each case, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid Payment in fullFull. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid prior to Payment in fullFull, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured due or unmaturedto become due, in accordance with such order as the Intercreditor AgreementCollateral Agent may determine. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights the Collateral Agent or any Secured Party may have against Borrower, to all right, title and interest the Collateral Agent or any Secured Party may have in any such collateral or security, and to any right the Collateral Agent or any Secured Party may have against such other guarantor.

No Subrogation. (a) Notwithstanding The Guarantor hereby agrees that, until satisfaction of the Termination Requirements, it will not exercise any claim or right that it may have against the Borrower or any other Guarantor at any time as a result of any payment made by the Guarantor under or pursuant to this Guaranty or the performance or enforcement hereof, including any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights right of subrogation to the rights of any of the rights of Guaranteed Parties against the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or Guarantor, any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligationsindemnity, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex against the Borrower or any other Dex Shared Guarantor in respect Guarantor, any right to enforce any remedies of payments made by such Dex Shared Guarantor hereunderany Guaranteed Party against the Borrower or any other Guarantor, until all amounts owing or any benefit of, or any right to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties participate in, any security held by any Dex Borrower on account Guaranteed Party to secure payment of the Dex Borrower Obligations are paid Guaranteed Obligations, in fulleach case whether such claims or rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or otherwise. If The Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by the Guarantor on account of any such subrogation rights of subrogation, indemnity, contribution or reimbursement at any time when all prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of the Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Guarantor becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or any other Guarantor to the Guarantor in any such proceeding, the Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared the Guarantor (duly indorsed by such Dex Shared Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agentcontrary contained in this Limited Guaranty or otherwise, if required)the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be applied against available to Parent and/or Merger Sub under the Dex Borrower Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Buyer or any other entity or Person liable with respect to any of the Obligations or interested therein that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of IONA against Buyer or any other entity or Person liable with respect to any of the Obligations or interested therein, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyer or any other entity or Person liable with respect to any of the Obligations or interested therein, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until all of the Dex Borrower Obligations are and all other amounts payable under this Guaranty shall have been indefeasibly paid in fullfull in cash. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the indefeasible payment in full in cash of the Dex Borrower Obligations shall not have been paid in fulland all other amounts payable under this Guaranty, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Partiesbenefit of IONA, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to IONA in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral Agent Obligations and all other amounts payable under this Guaranty, in accordance with the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to terms of the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsImplementation Agreement, whether matured or unmatured, in accordance with the Intercreditor Agreementor to be held as collateral for any Obligations or other amounts payable under this Guaranty thereafter arising.

No Subrogation. (a) Notwithstanding Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligation under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract or Law, including the right to take or receive from Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are and any other amounts that may be payable under this Limited Guarantee shall have been indefeasibly paid in fullfull in cash or otherwise fully performed. If any amount shall be paid to any Dex Shared Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Guaranteed Obligations shall not have been paid in fulland any other amounts that may be payable under this Limited Guarantee, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from other property and funds of such Dex Shared Guarantor, Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentGuaranteed Obligations and any other amounts that may be payable under this Limited Guarantee, if required), to be applied against in accordance with the Dex Borrower Obligationsterms of the Merger Agreement and herewith, whether matured or unmatured, in accordance with or to be held as collateral for the Intercreditor AgreementGuaranteed Obligations or other amounts payable under this Limited Guarantee thereafter arising.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared the Guarantor (duly indorsed by such Dex Shared Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agentcontrary contained in this Limited Guaranty or otherwise, if required)the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be applied against available to Parent and/or Merger Sub under the Dex Borrower Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding The Guarantor hereby agrees that, until satisfaction of the Termination Requirements, it will not exercise any claim or right that it may have against any Borrower or any other Guarantor at any time as a result of any payment made by the Guarantor under or pursuant to this Guaranty or the performance or enforcement hereof, including any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights right of subrogation to the rights of any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party Guaranteed Parties against any Dex Borrower or any other Dex Shared Guarantor or Guarantor, any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligationsindemnity, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from against any Dex Borrower or any other Dex Shared Guarantor in respect Guarantor, any right to enforce any remedies of payments made by such Dex Shared Guarantor hereunderany Guaranteed Party against any Borrower or any other Guarantor, until all amounts owing or any benefit of, or any right to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties participate in, any security held by any Dex Borrower on account Guaranteed Party to secure payment of the Dex Borrower Obligations are paid Guaranteed Obligations, in fulleach case whether such claims or rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or otherwise. If The Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by the Guarantor on account of any such subrogation rights of subrogation, indemnity, contribution or reimbursement at any time when all prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of the Guarantor under any other provision of this Guaranty. Additionally, in the event any Borrower or any other Guarantor becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of any Borrower or any other Guarantor to the Guarantor in any such proceeding, the Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Each Guarantor hereunder hereby waives and agrees that, until satisfaction of the Termination Requirements, it will not exercise or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall seek to exercise any rights of subrogation to any of claim or right that it may have against the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and Total Obligations in accordance with the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullfollowing sentence. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof. Notwithstanding anything contained herein to the contrary, so long as no Event of Default has occurred and is continuing, each Guarantor may receive and collect all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower owing to such Guarantor including without limitation intercompany receivables.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor the Guarantors hereunder or any set-off or application of funds of the Guarantors by any Dex Shared Guarantor by Securityholder, the Shared Guarantors shall not be entitled to exercise or enforce any subrogation rights of the Certificate Holders, Indenture Trustee, Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of Securityholder against the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower Lessor or any other Dex Shared Guarantor Person or any collateral security or guarantee or right of offset held by the Shared Certificate Holders, Indenture Trustee, Collateral Agent or any Dex Shared Collateral Secured Party Securityholder for the payment of the Dex Borrower Guaranteed Obligations, nor shall any Dex Shared Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from any Dex Borrower the Lessor or any other Dex Shared Guarantor Person in respect of payments made by such Dex Shared Guarantor the Guarantors hereunder, until all amounts owing to the Shared Certificate Holders, Indenture Trustee, Collateral Agent and the Dex Shared Collateral Secured Parties Securityholders by any Dex Borrower the Lessor on account of the Dex Borrower Guaranteed Obligations and all amounts owing hereunder are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor the Guarantors on account of such subrogation rights at any time when all of the Dex Borrower Guaranteed Obligations and all amounts owing hereunder shall not have been paid in fullfull or the Commitments shall not have been terminated, such amount shall be held by such Dex Shared Guarantor the Guarantors in trust for the Shared Certificate Holders, Indenture Trustee, Collateral Agent and the Dex Shared Collateral Secured PartiesSecurityholders, segregated from other funds of such Dex Shared Guarantorthe Guarantors, and shall, forthwith upon receipt by such Dex Shared Guarantorthe Guarantors, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor the Guarantors (duly indorsed by such Dex Shared Guarantor the Guarantors to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementCollateral Agent may determine.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Buyer or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor's obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Seller against Buyer or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyer or Merger Sub, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Obligations are Obligation shall have been indefeasibly paid in fullfull in cash. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the indefeasible payment in full in cash of the Dex Borrower Obligations shall not have been paid in fullObligation, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Partiesbenefit of Seller, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to Seller in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral Agent Obligation, in accordance with the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to terms of the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsMerger Agreement, whether matured or unmatured, in accordance with or to be held as collateral for the Intercreditor AgreementObligation.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against one or both of the Parent Parties or any other Person liable with respect to any of the Obligations that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against one or both of the Parent Parties or any other Person interested in the transactions contemplated by the Merger Agreement liable with respect to any of the Obligations, whether or not such claim, remedy or right arises in equity or under contract or any applicable Legal Requirement, including, without limitation, the right to take or receive from one or both of the Parent Parties or any other Person liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until all of the Dex Borrower Obligations are and Prevailing Party Costs, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantor shall have the right to cause any other Person to satisfy its payment obligations to the Company under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantor of its obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the payment in full in cash of the Dex Borrower Obligations shall not have been paid in fulland Prevailing Party Costs, if applicable, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentObligations and Prevailing Party Costs, if required), to be applied against the Dex Borrower Obligationsapplicable,, whether matured or unmatured, in accordance with the Intercreditor Agreementor to be held as collateral for any Obligations or Prevailing Party Costs, if applicable, thereafter arising.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Guaranteed Party, no Dex Shared Guarantor shall be entitled to enforce or otherwise exercise any rights right of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Guaranteed Party against any Dex either Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Trustee, the Administrative Agent or any Dex Shared Collateral Secured other Guaranteed Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex either Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Guaranteed Parties by any Dex Borrower the Borrowers on account of the Dex Borrower Obligations are paid in full, no Letter of Credit shall be outstanding (other than any Letter of Credit that has been cash collateralized in accordance with the Credit Agreement or supported with a back-to-back letter of credit reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent Trustee in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral AgentTrustee, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in such order as specified in the Credit Agreement or Collateral Trust Agreement, as applicable. If all Obligations due and owing shall have been paid in full, no Letter of Credit shall be outstanding (other than any Letter of Credit that has been cash collateralized in accordance with the Intercreditor Credit Agreement or supported with a back-to-back letter of credit reasonably acceptable to the relevant Issuing Lender) and the Commitments shall have been terminated, each of the Guaranteed Parties will, at such Guarantor’s reasonable request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from any payment made by such Guarantor pursuant to this Agreement.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are and the guaranteed obligations of the Other Guarantor under the Other Limited Guaranty shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared the Guarantor (duly indorsed by such Dex Shared Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agentcontrary contained in this Limited Guaranty or otherwise, if required)the Guaranteed Party hereby agrees that: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be applied against subject to the Dex Borrower Guarantor’s Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared the Guarantor hereunder hereunder, or any set-off or application of funds of any Dex Shared the Guarantor by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared the Guarantor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender against any Dex the Borrower or any other Dex Shared Guarantor or against any collateral security or guarantee or right of offset held by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower Obligations, nor shall any Dex Shared the Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared the Guarantor hereunder, until all amounts owing to the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured Parties Lenders by any Dex the Borrower on account of the Dex Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to any Dex Shared the Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared the Guarantor in trust for the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared the Guarantor, and shall, forthwith upon receipt by such Dex Shared the Guarantor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared the Guarantor (duly indorsed by such Dex Shared the Guarantor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAdministrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower to the Guarantor in any such proceeding, the Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against the Borrower that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lender in connection therewith or pursuant thereto, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Lender against the Borrower or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullsuch claim, remedy or right. If any amount shall be paid to any Dex Shared Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the indefeasible payment in full in cash of the Dex Borrower Obligations shall not have been paid in fullBorrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesLender, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Lender in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsBorrower’s Liabilities and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Intercreditor terms of the Notes and the Loan Agreement, or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty has occurred, except in the case of a Reinstatement Event (as defined below), the Agent and the Lender will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guaranty.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Loan Guarantor hereunder or any set-off or application of funds of any Dex Shared Loan Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Loan Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party Lender against any Dex Borrower or any other Dex Shared Loan Guarantor or any collateral security or guarantee guaranty or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower Secured Obligations, nor shall any Dex Shared Loan Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Loan Guarantor in respect of payments made by such Dex Shared Loan Guarantor hereunder, until all amounts owing of the Secured Obligations are Paid in Full. Should any Loan Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, such Loan Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that such Loan Guarantor may have to the Shared Collateral Agent payment and the Dex Shared Collateral Secured Parties by any Dex Borrower on account performance in full of the Dex Borrower Secured Obligations until the Secured Obligations are paid Paid in fullFull and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Secured Obligations are Paid in Full. Each Loan Guarantor acknowledges and agrees that this subordination is intended to benefit Lender and shall not limit or otherwise affect any Loan Guarantor’s liability hereunder or the enforceability of this ARTICLE 14, and that Lender and its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this ARTICLE 14. If any amount shall be paid to any Dex Shared Loan Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Dex Shared Loan Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesLender, shall be segregated from other funds of such Dex Shared Loan Guarantor, and shall, forthwith upon receipt by such Dex Shared Loan Guarantor, be turned over to the Shared Collateral Agent Lender in the exact form received by such Dex Shared Loan Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral AgentLoan Guarantor, if required), to be applied against the Dex Borrower Secured Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreementsuch order as Lender may determine.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or Other Guarantors, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Sub or Other Guarantors, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until all of the Dex Borrower Guaranteed Obligations are and all other amounts payable under this Limited Guaranty shall have been paid in fullfull in immediately available funds. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Guaranteed Obligations shall not have been paid in fulland all other amounts payable under this Limited Guaranty, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Dex Borrower Obligations, Guarantor under this Limited Guaranty whether matured or unmatured, or to be held as collateral for any Guaranteed Obligations or all other amounts payable under this Limited Guaranty thereafter arising. Notwithstanding anything to the contrary contained in accordance this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that subject to Section 3 hereof: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Intercreditor AgreementGuaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against one or both of Parent and Acquisition Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against one or both of Parent or Acquisition Sub, whether or not such claim, remedy or right arises in equity or under contract or any applicable law, including, without limitation, the right to take or receive from one or both of Parent or Acquisition Sub, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Payment Obligations and Prevailing Party Costs (as defined below), if applicable, shall have been terminated or paid in full or, in the case of the Payment Obligations, fully provided for by (a) Notwithstanding any the payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by for Company Shares tendered in the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation Offer pursuant to any Section 2.1(e) of the rights Merger Agreement, (b) the irrevocable deposit of immediately available funds to the Exchange Fund described in Section 3.8(b) of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right Merger Agreement, and (c) payment to the Surviving Corporation of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment those amounts contemplated in Sections 3.7(d) and 3.7(e) of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullMerger Agreement. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the payment in full in cash of the Dex Borrower Payment Obligations shall not have been paid in fulland Prevailing Party Costs, if applicable, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentPayment Obligations and Prevailing Party Costs, if required), to be applied against the Dex Borrower Obligationsapplicable, whether matured or unmatured, in accordance with the Intercreditor Agreement.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor an Obligor hereunder or any set-off or application of funds of an Obligor by any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Guarantor an Obligor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower’s Obligations until all amounts owing to the Guaranteed Creditor by the Borrower Obligationsor its Subsidiaries on account of the Borrower’s Obligations are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated, nor shall any Dex Shared Guarantor an Obligor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, an Obligor hereunder until all amounts owing to the Shared Collateral Agent and Guaranteed Creditor by the Dex Shared Collateral Secured Parties by any Dex Borrower or its Subsidiaries on account of the Dex Borrower Borrower’s Obligations are paid in fullfull (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor an Obligor on account of such subrogation rights at any time when all of the Dex Borrower Borrower’s Obligations shall not have been paid in fullfull (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement), such amount shall be held by such Dex Shared Guarantor Obligor in trust for the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared GuarantorObligor, and shall, forthwith upon receipt by such Dex Shared GuarantorObligor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor Obligor (duly indorsed by such Dex Shared Guarantor Obligor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Borrower’s Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAdministrative Agent may determine.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared the Guarantor hereunder or any set-off setoff or application of funds of any Dex Shared the Guarantor by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured PartyLender, until all Obligations have been irrevocably and indefeasibly paid in full in cash (and therefore the payment thereof is no Dex Shared longer subject to being set aside or returned under applicable law), the Guarantor shall exercise hereby waives any rights claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation to subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the rights of Lenders and the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party against any Dex the Borrower or any other Dex Shared Guarantor security which the Lenders and the Administrative Agent now have or any collateral security hereafter acquire, whether or guarantee not such claim, right or right remedy arises in equity, under contract, by statute, under common law or otherwise; PROVIDED that if the foregoing standstill is not sufficient to permit indefeasible payment in full of offset held by all the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor then the Guarantor shall be deemed to have waived any Dex Shared Guarantor seek such claim, right or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing remedy to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties maximum extent permitted by any Dex Borrower on account of the Dex Borrower Obligations are paid in fulllaw. If any amount shall be paid to any Dex Shared the Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared the Guarantor in trust for the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared the Guarantor, and shall, forthwith upon receipt by such Dex Shared the Guarantor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared the Guarantor (duly indorsed endorsed by such Dex Shared the Guarantor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAdministrative Agent may determine.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared a Subsidiary Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Partyhereunder, no Dex Shared Subsidiary Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party CME Credit Guarantor against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party CME Credit Guarantor for the payment of amounts owed by the Dex Borrower and the Subsidiary Guarantors in respect of the Guaranteed Obligations, nor shall any Dex Shared Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Subsidiary Guarantor hereunder, in each case until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Guaranteed Obligations (other than Unmatured Surviving Obligations) are paid in full. If any amount shall be paid to any Dex Shared Subsidiary Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Guaranteed Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full, such amount shall be held by such Dex Shared the Subsidiary Guarantor for and on behalf of, and to the extent possible under applicable law in trust for for, the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesCME Credit Guarantor, segregated from other funds of such Dex Shared Guarantor, the Subsidiary Guarantor and shall, forthwith upon receipt by such Dex Shared the Subsidiary Guarantor, be turned over to the Shared Collateral Agent CME Credit Guarantor in the exact form received by such Dex Shared the Subsidiary Guarantor (duly indorsed endorsed by such Dex Shared the Subsidiary Guarantor to the Shared Collateral AgentCME Credit Guarantor, if required), to be applied against the Dex Borrower Guaranteed Obligations. "Unmatured Surviving Obligations" of any Subsidiary Guarantor means any Guaranteed Obligations that by their terms survive the termination of the Reimbursement Agreement but are not, as of the date of payment of all other Guaranteed Obligations, whether matured or unmatureddue and payable and for which no outstanding claim has been made. Notwithstanding anything to the contrary herein, in accordance with the Intercreditor Agreementpayments of principal and interest are not Unmatured Surviving Obligations.

No Subrogation. (a) Notwithstanding The Guarantor hereby absolutely, unconditionally and irrevocably waives and agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are and all Expenses shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Guaranteed Obligations shall not have been paid in fulland all such Expenses, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise (except to the extent set forth in Section 10 (Continuing Guaranty)), the Guaranteed Party hereby agrees that other than (A) any discharge or release arising from any bankruptcy, insolvency, reorganization or similar proceeding involving Guarantor, and shallParent, forthwith upon receipt by such Dex Shared Guarantor, be turned over Merger Sub or any other Person now or hereafter liable with respect to the Shared Collateral Agent Guaranteed Obligations or otherwise interested in the exact form received transactions contemplated by such Dex Shared Guarantor the Merger Agreement and (duly indorsed by such Dex Shared Guarantor B) any defenses expressly waived hereby: (i) to the Shared Collateral Agentextent Parent, if required)Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be applied against available to Parent and/or Merger Sub under the Dex Borrower terms of the Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that he may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until his Guaranteed Percentage of the Dex Borrower Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared either Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of his Guaranteed Percentage of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, Guarantor and shall, shall forthwith upon receipt be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared Guarantor, be turned over Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agent contrary contained in this Limited Guaranty or otherwise, the exact form received by such Dex Shared Guarantor Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (duly indorsed by such Dex Shared Guarantor i) to the Shared Collateral Agentextent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, if required), each Guarantor shall be similarly relieved of his corresponding portion of the payment obligations under this Limited Guaranty; (ii) each Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be applied against available to Parent and/or Merger Sub under the Dex Borrower Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding any payment made or payments by any Dex Shared Guarantor hereunder the US Borrower hereunder, or any set-off or application of funds of any Dex Shared Guarantor the US Borrower by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Guarantor or the receipt of any amounts by the Administrative Agent or any Lender with respect to any of the US Borrower Guaranteed Obligations, the US Borrower shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender against any Dex the Canadian Borrower or any other Dex Shared Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex US Borrower Obligations, Guaranteed Obligations nor shall any Dex Shared Guarantor seek or be entitled to the US Borrower seek any contribution or reimbursement from any Dex the Canadian Borrower or any of the other Dex Shared Guarantor guarantors in respect of payments made by such Dex Shared Guarantor hereunderthe US Borrower in connection with the US Borrower Guaranteed Obligations, until all amounts owing to the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower Lenders on account of the Dex US Borrower Guaranteed Obligations are paid in fullfull and the Aggregate Commitment is terminated. If any amount shall be paid to any Dex Shared Guarantor the US Borrower on account of such subrogation rights at any time when all of the Dex US Borrower Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor the US Borrower in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesAdministrative Agent, segregated from other funds of such Dex Shared Guarantorthe US Borrower, and shall, forthwith upon receipt by such Dex Shared Guarantorthe US Borrower, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor the US Borrower (duly indorsed endorsed by such Dex Shared Guarantor the US Borrower to the Shared Collateral Administrative Agent, if required), ) to be applied against the Dex US Borrower Guaranteed Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreement.such order as set forth herein. 2270524.10 LIB: CHARLOTTE

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Revolving Collateral Agent or any Dex Shared Collateral other Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Revolving Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Revolving Collateral Agent or any Dex Shared Collateral other Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Revolving Collateral Agent and the Dex Shared Collateral other Secured Parties by any Dex Borrower the Borrowers on account of the Dex Borrower Obligations are paid in fullfull in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in fullfull in cash or any Letter of Credit shall remain outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) or the Commitments shall remain in effect, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Revolving Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Revolving Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared Revolving Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against the Dex any Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementRevolving Collateral Agent may determine.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor Anadarko hereunder or any set-off or application of funds of any Dex Shared Guarantor Anadarko by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyTrinity, no Dex Shared Guarantor Anadarko shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party Trinity against any Dex Borrower or any other Dex Shared Guarantor WGRAH or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Trinity for the payment of the Dex Borrower WGRAH Obligations, nor shall any Dex Shared Guarantor Anadarko seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor WGRAH in respect of payments made by such Dex Shared Guarantor Anadarko hereunder, until all amounts owing the earlier of irrevocable payment in full of the WGRAH Obligations or irrevocable payment in full of the Liquidated Damages and any other Sponsor Indemnified Amounts. All debts, obligations and liabilities of WGRAH to Anadarko, whether now existing or hereafter arising, shall be expressly subordinate in payment to the Shared Collateral Agent payment and satisfaction in full of the WGRAH Obligations until the earlier of the irrevocable payment in full of the WGRAH Obligations and the Dex Shared Collateral Secured Parties by any Dex Borrower on account irrevocable payment in full of the Dex Borrower Obligations are paid in fullLiquidated Damages and any other Sponsor Indemnified Amounts. If any amount shall be paid to any Dex Shared Guarantor Anadarko on account of such subrogation rights at any time when all prior to the payment in full of the Dex Borrower WGRAH Obligations shall not have been paid in fullor the Liquidated Damages and any other Sponsor Indemnified Amounts, such amount shall be held by such Dex Shared Guarantor Anadarko in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesTrinity, segregated from other funds of such Dex Shared GuarantorAnadarko, and shall, forthwith upon receipt by such Dex Shared GuarantorAnadarko, be turned over to the Shared Collateral Agent Trinity in the exact form received by such Dex Shared Guarantor Anadarko (duly indorsed by such Dex Shared Guarantor Anadarko to the Shared Collateral AgentTrinity, if required), to be applied against the Dex Borrower WGRAH Obligations, whether matured or unmatured, in accordance with the Intercreditor terms and provisions of the WGRAH Loan Agreement.

No Subrogation. (a) Notwithstanding Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor irrevocably waives any payment made by claims or other rights that Guarantor now has or may acquire against Borrower that arise from the existence, payment, performance or enforcement of Guarantor’s obligations under this Guaranty, including any Dex Shared Guarantor hereunder right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Lender against Borrower or any collateral that Lender now has or may acquire, whether or not that claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Borrower, directly or indirectly, in cash or other property or by set-off or application of funds of in any Dex Shared Guarantor by the Shared Collateral Agent manner, payment or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of that claim or other right. In addition, to the Dex Borrower Obligations are extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lender with respect to the Guaranteed Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. Any amount paid to Guarantor in full. If any amount shall violation of the preceding two sentences is deemed to have been paid to Guarantor for the benefit of, and held in trust for, Lender and must immediately be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall Lender to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent credited and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over applied to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsGuaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, in accordance Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or any collateral that Lender now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of Lender’s election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor’s rights of subrogation and reimbursement against Borrower. To the extent permitted by Part 6 of Article 9 of the Uniform commercial Code of Minnesota or of any other applicable jurisdiction (“Part 6”), Guarantor also waives the right to require Lender to comply with the Intercreditor Agreementprovisions of Part 6 in connection with Lender’s enforcement of any security interest securing the payment or performance of the Guaranteed Debt. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the Agreement and that the waivers set forth in this Section are knowingly made in contemplation of those benefits. Guarantor agrees that Lender will incur no liability as a result of the commercially reasonable sale or other disposition of all or any portion of the Collateral at any public or private sale or other disposition. Guarantor waives (to the extent permitted by law) any claims Guarantor may have against Lender arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price that Lender might have obtained at a public sale, or was less than the aggregate amount of the Guaranteed Debt, even if Lender accepts the first offer received and does not offer the Collateral to more than one offeree. Guarantor agrees that any sale of Collateral under the terms of a Purchase Commitment, or any other disposition of Collateral arranged by Borrower, whether before or after the occurrence of an Event of Default, will be deemed to have been made in a commercially reasonable manner. Guarantor acknowledges that Mortgage Loans are collateral of a type that is the subject of widely distributed standard price quotations and that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor waives any right Guarantor may have to prior notice of the sale of Pledged Securities, and agrees that Lender may purchase Pledged Loans and Pledged Securities at a private sale of such Collateral.

No Subrogation. (a) Notwithstanding Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any claim or right that it may have against the Borrowers or any other Guarantor at any time as a result of any payment made by under or in connection with this Guaranty or the performance or enforcement hereof, including any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights right of subrogation to the rights of any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party Guaranteed Parties against any Dex Borrower or any other Dex Shared Guarantor Guarantor, any right of indemnity, contribution or reimbursement against the Borrowers or any collateral other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrowers or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Guaranteed Party for the to secure payment of the Dex Borrower Guaranteed Obligations, nor in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that each Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of any Credit Party to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor be, and hereby are, subordinated and made junior in respect right of payments made by such Dex Shared Guarantor hereunder, until all amounts owing payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event any of the Borrowers or any other Consolidated Entity becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrowers or such Consolidated Entity to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor either of the Guarantors hereunder or any set-off or application of funds of either of the Guarantors by any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyNoteholder, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of any Noteholder against the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower Company, either Guarantor or any other Dex Shared Guarantor guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Noteholder for the payment of the Dex Borrower Guaranteed Prepayment Obligations, nor shall any Dex Shared either Guarantor seek or be entitled to seek any contribution contribution, reimbursement, restitution or reimbursement from any Dex Borrower the Company or any other Dex Shared Subsidiary Guarantor in respect of payments made by such Dex Shared Guarantor hereunderhereunder (except as provided in Section 4(b) of the Second Amendment), until all amounts owing to the Shared Collateral Agent and Noteholders by the Dex Shared Collateral Secured Parties by any Dex Borrower Company on account of the Dex Borrower Obligations are paid in fullfull (other than contingent reimbursement and indemnification claims in respect of which no claim for payment has been asserted in writing by the Person claiming to hold such claim) and, except to the extent of payments permitted by Section 4(b) of the Second Amendment, will not prove any claim in competition with the Noteholders in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature. If any amount shall be paid to any Dex Shared either Guarantor on account of such subrogation rights (it being expressly understood that payments permitted by Section 4(b) of the Second Amendment shall not constitute payments on account of such subrogation rights) at any time when all of the Dex Borrower Obligations shall not have been paid in fullfull (other than contingent reimbursement and indemnification claims in respect of which no claim for payment has been asserted in writing by the Person claiming to hold such claim), such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesNoteholders, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent Trustee for the benefit of the Noteholders in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared Collateral AgentTrustee, if required), to be applied against amounts due under this Agreement, pro rata, based on the Dex Borrower respective principal amount of the Notes held by the Noteholders. Each Guarantor hereby waives any benefit of and any right to participate in any collateral security which may be held by the Collateral Trustee or any Noteholder in respect of the Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreement.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that he may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared the Guarantor (duly indorsed by such Dex Shared Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agentcontrary contained in this Limited Guaranty or otherwise, if required)the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of his corresponding payment obligations under this Limited Guaranty; (ii) the Guarantor shall have all defenses to the payment of his obligations under this Limited Guaranty that would be applied against available to Parent and/or Merger Sub under the Dex Borrower Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. New ICE Parent hereby agrees that, until satisfaction of the Termination Requirements (a) Notwithstanding defined below), it will not exercise any claim or right that it may have against the Company or any other guarantor at any time as a result of any payment made by New ICE Parent under or pursuant to this Parent Guaranty or the performance or enforcement hereof, including any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights right of subrogation to the rights of any of the rights of Guaranteed Parties against the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower Company or any other Dex Shared Guarantor guarantor, any right of indemnity, contribution or reimbursement against the Company or any collateral other guarantor, any right to enforce any remedies of any Guaranteed Party against the Company or any other guarantor, or any benefit of, or any right to participate in, any security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Guaranteed Party for the to secure payment of the Dex Borrower Guaranteed Obligations, nor shall in each case whether such claims or rights arise by contract, statute (including without limitation any Dex Shared Guarantor seek Debtor Relief Law), common law or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullotherwise. If New ICE Parent further agrees that if any amount shall be paid to or any Dex Shared Guarantor distribution received by New ICE Parent on account of any such subrogation rights of subrogation, indemnity, contribution or reimbursement at any time when all prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Agent holders of the Notes in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Note Documents and without in any way discharging, limiting or otherwise affecting the liability of New ICE Parent under any other provision of this Parent Guaranty. Additionally, in the event the Company or any other guarantor becomes a “debtor” within the meaning of the Bankruptcy Code, the Guaranteed Parties, as attorney-in-fact for New ICE Parent, are hereby authorized and appointed by New ICE Parent, to file proofs of claim on behalf of New ICE Parent and vote the rights of New ICE Parent in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Company or any other guarantor to New ICE Parent in any such proceeding, New ICE Parent hereby assigning to the Guaranteed Parties all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

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

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared any Co-Collateral Agent or any Dex Shared Collateral Secured other Credit Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared any Co-Collateral Agent or any Dex Shared Collateral Secured other Credit Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Co- Collateral Agent Agents or any Dex Shared Collateral Secured other Credit Party for the payment of any of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution contribution, reimbursement or reimbursement indemnification from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, and notwithstanding the foregoing, in the event that any Guarantor possesses any such rights of subrogation, contribution, reimbursement or indemnification, all such rights shall in all respects be subordinated and junior in right of payment, until all amounts owing to the Shared Co-Collateral Agent Agents and the Dex Shared Collateral Secured other Credit Parties by any Dex Borrower each of the Borrowers on account of the Dex its Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full, no Letter of Credit shall be outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all other Reimbursement Obligations or back- to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnification rights at any time when all any of the Dex Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Co-Collateral Agent Agents and the Dex Shared Collateral Secured other Credit Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over transferred to the Shared Agent’s Account (or as the Co- Collateral Agent Agents may otherwise direct) in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAgent may determine.

No Subrogation. (a) Notwithstanding Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor irrevocably waives any payment made by claims or other rights that Guarantor now has or may acquire against Borrower that arise from the existence, payment, performance or enforcement of Guarantor's obligations under this Guaranty, including any Dex Shared Guarantor hereunder right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Lender against Borrower or any collateral that Lender now has or may acquire, whether or not that claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Borrower, directly or indirectly, in cash or other property or by set-off or application of funds of in any Dex Shared Guarantor by the Shared Collateral Agent manner, payment or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of that claim or other right. In addition, to the Dex Borrower Obligations are extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lender with respect to the Guaranteed Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. Any amount paid to Guarantor in full. If any amount shall violation of the preceding two sentences is deemed to have been paid to Guarantor for the benefit of, and held in trust for, Lender and must immediately be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall Lender to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent credited and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over applied to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsGuaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, in accordance Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or any collateral that Lender now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of Lender's election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwiseY. To the extent permitted by Part 6 of Article 9 of the Uniform Commercial Code of Minnesota or of any other applicable jurisdiction ("Part 6"), Guarantor also waives the right to require Lender to comply with the Intercreditor Agreementprovisions of Part 6 in connection with Lender's enforcement of any security interest securing the payment or performance of the Guaranteed Debt. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the California Code of Civil Procedure and Ythe Agreement and that the waivers set forth in this Section are knowingly made in contemplation of those benefits. Guarantor agrees that Lender will incur no liability as a result of the commercially reasonable sale or other disposition of all or any portion of the Collateral at any public or private sale or other disposition. Guarantor waives (to the extent permitted by law) any claims Guarantor may have against Lender arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price that Lender might have obtained at a public sale, or was less than the aggregate amount of the Guaranteed Debt, even if Lender accepts the first offer received and does not offer the Collateral to more than one offeree. Guarantor agrees that any sale of Collateral under the terms of a Purchase Commitment, or any other disposition of Collateral arranged by Borrower, whether before or after the occurrence of an Event of Default, will be deemed to have been made in a commercially reasonable manner. Guarantor acknowledges that Mortgage Loans are collateral of a type that is the subject of widely distributed standard price quotations and that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor waives any right Guarantor may have to prior notice of the sale of Pledged Securities, and agrees that Lender may purchase Pledged Loans and Pledged Securities at a private sale of such Collateral.

No Subrogation. (a) Notwithstanding any payment or -------------- payments made by any Dex Shared the Guarantor hereunder or any set-off setoff or application of funds of any Dex Shared the Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyAgent, no Dex Shared the Guarantor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower the Lessor, the Lessee or any other Dex Shared Guarantor Person or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared the Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower the Lessor, the Lessee or any other Dex Shared Guarantor Person in respect of payments made by such Dex Shared the Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations hereunder are paid in full, at which time the Guarantor shall be subrogated to all such rights held by the Agent and the Participants, who agree by acceptance hereof to execute such documents and take such actions as are reasonably necessary to transfer such rights to the Guarantor and to enable the Guarantor to enforce such rights, at the Guarantor's expense. If any amount shall be paid to any Dex Shared the Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations and all amounts owing hereunder shall not have been paid in full, such amount shall be held by such Dex Shared the Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesAgent, segregated from other funds of such Dex Shared the Guarantor, and shall, forthwith upon receipt by such Dex Shared the Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared the Guarantor (duly indorsed by such Dex Shared the Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance such order as the Agent may determine. Nothing contained in this Section 4 shall restrict the Lessee from exercising any rights that it has under any of the Operative Documents (other than the rights that exist because of its status as the Guarantor under the Guarantee). The Guarantor waives all rights and defenses arising out of an election of remedies by the Agent, for the benefit of the Participants, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Intercreditor AgreementGuarantor's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

No Subrogation. (a) Notwithstanding The Guarantor hereby expressly agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Parent with respect to the Obligations that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection herewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent with respect to the Obligations, whether or not such claim, remedy or right arises in equity or under contract, applicable Law (including, without limitation, any such right arising under bankruptcy or insolvency Law) or otherwise, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Obligations are have been irrevocably paid in fullfull in immediately available funds up to the Cap. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the payment in full in immediately available funds of the Dex Borrower Obligations shall not have been paid in fullup to the Cap, such amount shall be (i) received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, (ii) segregated from other property and funds of such Dex Shared the Guarantor, and shall, (iii) forthwith upon receipt by such Dex Shared Guarantor, be turned over promptly paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentObligations. Notwithstanding anything to the contrary contained in this Guarantee or otherwise, if required), the Company hereby agrees that to be applied against the Dex Borrower Obligations, whether matured or unmatured, extent Parent is relieved of any of the Obligations in accordance with the Intercreditor terms of the Merger Agreement (other than by operation of any bankruptcy, insolvency or similar law, or by reason of assignment, transfer or delegation of Parent’s obligations under the Merger Agreement), the Guarantor shall be similarly relieved of its corresponding obligations under this Guarantee solely in respect of, and solely to the extent of, such relieved Obligations.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Each Guarantor hereunder hereby agrees that, until satisfaction of -------------- the Termination Requirements, it will not exercise or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall seek to exercise any rights of subrogation to any of claim or right that it may have against the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullTotal Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a "debtor" within the meaning of the Bankruptcy Code, the Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor hereunder or any set-off setoff or application of funds of any Dex Shared such Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Guaranteed Party, until such time as the Guaranteed Obligations are fully paid and performed, no Dex Shared Guarantor shall exercise be entitled to and each Guarantor hereby irrevocably and unconditionally waives any and all rights it may have or obtain, by reason of subrogation the performance of the terms and provisions of this Guaranty, to succeed to or be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Guaranteed Party against any Dex Borrower or the Borrower, any other Dex Shared Guarantor or any collateral Collateral, security or guarantee or right of offset setoff held by the Shared Collateral Agent or any Dex Shared Collateral Secured such Guaranteed Party for the payment of the Dex Borrower ObligationsGuaranteed Obligations pursuant to the Credit Agreement or otherwise. Until such time as the Guaranteed Obligations are fully paid and performed in full, nor shall each Guarantor hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any Dex Shared similar right) from or against the Borrower, any other Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor Person which may have arisen in respect of payments made by such Dex Shared Guarantor hereunderconnection with this Guaranty. So long as the Guaranteed Obligations remain outstanding, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in full. If if any amount shall be paid by or on behalf of the Borrower to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid rights waived in fullthis paragraph, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Partiestrust, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent Security Trustee in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared Collateral AgentSecurity Trustee for the benefit of the other Guaranteed Parties, if required), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmatured, in accordance with reverse order of maturity. The provisions of this paragraph shall survive the Intercreditor Agreement.term of this Guaranty and the payment in full of the Guaranteed Obligations and the termination of the Loan Documents. EXHIBIT F

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared each Subsidiary Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Partyhereunder, no Dex Shared Subsidiary Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral Agent Trustee or any Dex Shared Collateral Secured Party Holder against any Dex Borrower the Company or any other Dex Shared Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent Trustee or any Dex Shared Collateral Secured Party Holder for the payment of the Dex Borrower Guaranteed Obligations, nor shall any Dex Shared Subsidiary Guarantor seek or be entitled to seek any contribution contribution, reimbursement or reimbursement indemnification from any Dex Borrower the Company or any other Dex Shared Subsidiary Guarantor in respect of payments made by such Dex Shared Subsidiary Guarantor hereunder, until all amounts owing to the Shared Collateral Agent Trustee and the Dex Shared Collateral Secured Parties Holders by any Dex Borrower the Company on account of the Dex Borrower Guaranteed Obligations are paid in full. Each Subsidiary Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement or indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Subsidiary Guarantor may have against the Company or against any collateral or security, and any rights of contribution such Subsidiary Guarantor may have against any other Subsidiary Guarantor, shall be junior and subordinate to any rights the Trustee and the Holders and may have against the Company, to all right, title and interest the Trustee and the Holders may have in any such collateral or security, and to any right the Trustee and the Holders may have against such other Subsidiary Guarantor. If any amount shall be paid to any Dex Shared Subsidiary Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Subsidiary Guarantor in trust for the Shared Collateral Agent Trustee and the Dex Shared Collateral Secured PartiesHolders, segregated from other funds of such Dex Shared Subsidiary Guarantor, and shall, forthwith upon receipt by such Dex Shared Subsidiary Guarantor, be turned over to the Shared Collateral Agent Trustee in the exact form received by such Dex Shared Subsidiary Guarantor (duly indorsed by such Dex Shared Subsidiary Guarantor to the Shared Collateral AgentTrustee, if required), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreement.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared ABL Collateral Agent or any Dex Shared Collateral other Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared ABL Collateral Agent and the Dex Shared Collateral other Secured Parties by any Dex Borrower the Borrowers on account of the Dex Borrower Obligations are paid in fullfull in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in fullfull in cash or any Letter of Credit shall remain outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to Issuing Lender) or any of the Commitments shall remain in effect, such amount shall be held by such Dex Shared Guarantor in trust for the Shared ABL Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared ABL Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared ABL Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against the Dex any Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementABL Collateral Agent may determine.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor of the Guarantors hereunder or any set-off or appropriation and application of funds of any Dex Shared Guarantor of the Guarantors by the Shared Collateral Agent or any Dex Shared Collateral other Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral other Secured Party for the payment of the Dex Borrower Guaranteed Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution contribution, exoneration, indemnity, subrogation or reimbursement from any Dex Borrower reimbursement, or any other Dex Shared Guarantor similar claim, from the Borrower, any other Guarantor, or any other guarantor of the Obligations in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral other Secured Parties by any Dex Borrower the Credit Parties on account of the Dex Borrower Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of and such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Guaranteed Obligations, whether matured due or unmaturedto become due, in accordance such order as the Collateral Agent may determine. Notwithstanding anything to the contrary contained in this Guarantee, no Guarantor shall exercise any rights of contribution, exoneration, indemnity, subrogation or reimbursement, or any other similar claim, and shall not proceed or seek recourse against or with respect to any property or asset of the Intercreditor Borrower, any other Guarantor, or any other guarantor of the Obligations (including after payment in full of the Guaranteed Obligations) if all or any portion of the Obligations has been satisfied in connection with an exercise of remedies in respect of the Equity Interests of the Borrower, such Guarantor, or such other guarantor whether pursuant to the Security Agreement, the Pledge Agreement, or otherwise.

No Subrogation. Notwithstanding (a) Notwithstanding any payment made by any Dex Shared the Guarantor hereunder or hereunder, (b) any set-off or application of funds of any Dex Shared the Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared or (c) any application by the Agent or any Lender of any other assets of the Guarantor subject to Liens granted by the Guarantor as security for the Guaranteed Obligations, the Guarantor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party Lender against any Dex Borrower or the Borrower, any other Dex Shared Guarantor Credit Party or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower Guaranteed Obligations, nor shall any Dex Shared the Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor Credit Party in respect of payments made by the Guarantor hereunder (such Dex Shared rights described in this clause (a), collectively, the “Guarantor hereunderSubrogation Rights”), in each case until the Paid in Full Date. Without limiting the foregoing: (i) all amounts owing Guarantor Subrogation Rights shall be expressly subordinated in right and time of payment to the Shared Collateral Agent payment in full in cash of the Obligations (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) and all Letter of Credit Obligations have been discharged or cash collateralized; (ii) if any amount shall be paid to the Dex Shared Collateral Secured Parties by any Dex Borrower Guarantor on account of such Guarantor Subordination Rights at any time prior to or within one hundred twenty-three (123) days after the Dex Borrower Paid in Full Date, such amount shall be promptly turned over to the Agent and held by the Agent until the date that is one hundred twenty-three (123) days after the Paid in Full Date and, upon expiration of such one hundred twenty-three (123) day period shall be turned over to the Guarantor (without representation (except as to the absence of Liens created by the Agent) or recourse), unless during such one hundred twenty-three (123) day period (a) any preference, avoidance or similar claim is made upon the Agent or any Lender in respect of the Loan Documents, or (b) any Insolvency Proceeding in respect of any Credit Party is commenced, in any of which events the Paid in Full Date shall be deemed not to have occurred and the Agent shall continue to hold such cash, securities or other property until such claim is resolved to the satisfaction of the Agent or, in the case of any Insolvency Proceeding, such Insolvency Proceeding is completed and any such claim made in connection with such Insolvency Proceeding is resolved to the satisfaction of the Agent. The Agent may apply such cash, securities or other property to such claim or any Obligations are paid in fullreinstated as a consequence of such claim or Insolvency Proceeding. If any amount shall be paid to any Dex Shared the Guarantor on account of such subrogation rights Guarantor Subrogation Rights at any time when all of prior to the Dex Borrower Obligations shall not have been paid Paid in fullFull Date, such amount shall be held by such Dex Shared the Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared the Guarantor, and shall, forthwith upon receipt by such Dex Shared the Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared the Guarantor (duly indorsed endorsed by such Dex Shared the Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementAgent may determine. The agreements in this Section 2.2 shall survive the Guaranty Termination Date.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared a Subsidiary Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Partyhereunder, no Dex Shared Subsidiary Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral Agent CME Credit Guarantor against CME Ltd or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party CME Credit Guarantor for the payment of amounts owed by CME Ltd and the Dex Borrower Subsidiary Guarantors in respect of the Guaranteed Obligations, nor shall any Dex Shared Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor CME Ltd in respect of payments made by such Dex Shared Subsidiary Guarantor hereunder, in each case until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Guaranteed Obligations (other than Unmatured Surviving Obligations) are paid in full. If any amount shall be paid to any Dex Shared Subsidiary Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Guaranteed Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full, such amount shall be held by such Dex Shared the Subsidiary Guarantor for and on behalf of, and to the extent possible under applicable law in trust for for, the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesCME Credit Guarantor, segregated from other funds of such Dex Shared Guarantor, the Subsidiary Guarantor and shall, forthwith upon receipt by such Dex Shared the Subsidiary Guarantor, be turned over to the Shared Collateral Agent CME Credit Guarantor in the exact form received by such Dex Shared the Subsidiary Guarantor (duly indorsed endorsed by such Dex Shared the Subsidiary Guarantor to the Shared Collateral AgentCME Credit Guarantor, if required), to be applied against the Dex Borrower Guaranteed Obligations. "Unmatured Surviving Obligations" of any Subsidiary Guarantor means any Guaranteed Obligations that by their terms survive the termination of the Reimbursement Agreement but are not, as of the date of payment of all other Guaranteed Obligations, whether matured or unmatureddue and payable and for which no outstanding claim has been made. Notwithstanding anything to the contrary herein, in accordance with the Intercreditor Agreementpayments of principal and interest are not Unmatured Surviving Obligations.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against the Newco Parties or any other Person liable with respect to the Obligation that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against the Newco Parties or any other Person interested in the transactions contemplated by the Merger Agreement liable with respect to the Obligation, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Newco Parties or any other Person liable with respect to the Obligation, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Obligations are Obligation, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantor shall have the right to cause any other Person to satisfy its payment obligations to the Company under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantor of its obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the payment in full in cash of the Dex Borrower Obligations shall not have been paid in fullObligation, if applicable, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentObligation, if required)applicable, to be applied against in accordance with the Dex Borrower Obligationsterms of the Merger Agreement, whether matured or unmatured, in accordance with or to be held as collateral for the Intercreditor AgreementObligation, if applicable, thereafter arising.

No Subrogation. (a) Notwithstanding Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any payment made by any Dex Shared Guarantor hereunder claim or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party right that it may have against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall Guaranteed Parties against any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against any Borrower or any other Guarantor including rights of contribution as set forth in respect Section 1(c), any right to enforce any remedies of payments any Guaranteed Party against any Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrowers or any other Subsidiary of the Borrowers to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event any Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor with respect to such indebtedness and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of such Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigns to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Each Guarantor hereunder hereby agrees that, until satisfaction of the Termination Requirements, it will not exercise or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall seek to exercise any rights of subrogation to any of claim or right that it may have against the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullTotal Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor an Obligor hereunder or any set-off or application of funds of an Obligor by any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Guarantor an Obligor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower’s Obligations until all amounts owing to the Guaranteed Creditor by the Borrower Obligationsor its Subsidiaries on account of the Borrower’s Obligations are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated, nor shall any Dex Shared Guarantor an Obligor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, an Obligor hereunder until all amounts owing to the Shared Collateral Agent and Guaranteed Creditor by the Dex Shared Collateral Secured Parties by any Dex Borrower or its Subsidiaries on account of the Dex Borrower Borrower’s Obligations are paid in fullfull (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor an Obligor on account of such subrogation rights at any time when all of the Dex Borrower Borrower’s Obligations shall not have been paid in fullfull (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement), such amount shall be held by such Dex Shared Guarantor Obligor in trust for the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared GuarantorObligor, and shall, forthwith upon receipt by such Dex Shared GuarantorObligor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor Obligor (duly indorsed by such Dex Shared Guarantor Obligor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Borrower’s Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor Administrative Agent may determine. Exhibit D -4- Form of Guaranty Agreement.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against Parent or any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Parent or such other Person, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are and any other amounts that may be payable under this Limited Guaranty shall have been paid in full, in immediately available funds. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the payment in full, in immediately available funds, of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, subject to the Cap, and any other amounts that may be payable under this Limited Guaranty, subject to the Cap, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany, shall be segregated from the other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral Agent, if required), to Guaranteed Obligations and any other amounts that may be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreementpayable under this Limited Guaranty.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor hereunder the Pledgor hereunder, or any set-off setoff or application of funds of the Pledgor by any Dex Shared Guarantor Holders of the Senior Secured Notes Guarantee, or the receipt of any amounts by the Shared Collateral Agent Trustee or any Dex Shared Collateral Holder of the Senior Secured PartyNotes Guarantee with respect to any of the Collateral, no Dex Shared Guarantor the Pledgor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Agent Trustee or any Dex Shared Collateral Holder of the Senior Secured Party Notes Guarantee against the Issuer or against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent Senior Secured Notes Trustee or any Dex Shared Collateral Secured Party holder for the payment of the Dex Borrower ObligationsSenior Secured Notes, nor shall any Dex Shared Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor the Issuer in respect of payments made by such Dex Shared Guarantor hereunderthe Pledgor in connection with this Agreement, or amounts realized by the Trustee or any Holders of the Senior Secured Notes Guarantee in connection with the Collateral, until all amounts owing to the Shared Collateral Agent Trustee and the Dex Shared Collateral Holders of the Senior Secured Parties by any Dex Borrower Notes on account of the Dex Borrower Obligations Senior Secured Notes are paid in full. If any amount shall be paid to any Dex Shared Guarantor the Pledgor on account of such subrogation rights at any time when all of the Dex Borrower Obligations Senior Secured Notes shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor the Pledgor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesTrustee, segregated from other funds of such Dex Shared Guarantorthe Pledgor, and shall, forthwith upon receipt by such Dex Shared Guarantorthe Pledgor, be turned over to the Shared Collateral Agent Trustee in the exact form received by such Dex Shared Guarantor the Pledgor (duly indorsed by such Dex Shared Guarantor the Pledgor to the Shared Collateral AgentTrustee, if required), ) to be applied against the Dex Borrower ObligationsSenior Secured Notes, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementTrustee may determine.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Guarantor shall be entitled to enforce or otherwise exercise any rights right of subrogation to any of the rights of the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Administrative Agent or any Dex Shared Collateral Secured Party Lender for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured Parties Lenders by any Dex the Borrower on account of the Dex Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Administrative Agent and the Dex Shared Collateral Secured PartiesLenders, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Administrative Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor Administrative Agent may determine. If all Borrower Obligations due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have been terminated, each of the Administrative Agent and the Lenders will, at such Guarantor’s reasonable request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Borrower Obligations resulting from any payment made by such Guarantor pursuant to this Agreement.

No Subrogation. (a) Notwithstanding Each Guarantor hereby agrees that, until satisfaction of the Termination Requirements, it will not exercise or seek to exercise any claim or right that it may have against the Company or any other Guarantor at any time as a result of any payment made by under or in connection with this Guaranty or the performance or enforcement hereof, including any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights right of subrogation to the rights of any of the rights of Guaranteed Parties against the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower Company or any other Dex Shared Guarantor Guarantor, any right of indemnity, contribution or reimbursement against the Company or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Company or any other Guarantor, or any benefit of, or any right to participate in, any collateral security or guarantee or right of offset other security, if any, held by the Shared Collateral Agent or any Dex Shared Collateral Secured Guaranteed Party for the to secure payment of the Dex Borrower Guaranteed Obligations, nor shall any Dex Shared in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor seek further agrees that all indebtedness and other obligations, whether now or be entitled to seek any contribution or reimbursement from any Dex Borrower hereafter existing, of the Company or any other Dex Shared Guarantor Subsidiary of the Company to such Guarantor, including, without limitation, any such indebtedness in respect any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payments made by such Dex Shared Guarantor hereunder, until all amounts owing payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Noncompliance, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Agent Guaranteed Parties, or any Person duly appointed thereby, in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Investment Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Company or any other Company Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Required Investors may appoint a Person (which may be an Investor) who shall be entitled at its option, on behalf of the Guaranteed Parties and as attorney in fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Company or such Company Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Required Investors or any Person duly appointed thereby, all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any payment made by any Dex Shared Guarantor hereunder claim or any set-off or application of funds of any Dex Shared Guarantor by right that it may have against the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Loan Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Loan Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guarantor Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Limited Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guarantor Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuarantor Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, Guarantor and shall, shall forthwith upon receipt be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared Guarantor, be turned over Guarantor under this Limited Guarantee. Notwithstanding anything to the Shared Collateral Agent contrary contained in this Limited Guarantee or otherwise, the exact form received by such Dex Shared Guarantor Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (duly indorsed by such Dex Shared Guarantor i) to the Shared Collateral Agentextent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, if required), each Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guarantee; and (ii) each Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be applied against available to Parent and/or Merger Sub under the Dex Borrower Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that he or it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee (a) Notwithstanding subject to such Guarantor’s Maximum Amount, to the extent applicable), including, without limitation, any payment made right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security on account of such claim, remedy or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligationsright, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, unless and until all amounts owing payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Maximum Amount, to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are extent applicable) shall have been paid in fullfull in immediately available funds. If any amount shall be paid to any Dex Shared Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when prior to the satisfaction in full of all of amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Maximum Amount, to the Dex Borrower Obligations shall not have been paid in fullextent applicable), such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, Guarantor and shall, shall forthwith upon receipt be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreementunder this Limited Guarantee.

No Subrogation. (a) Notwithstanding any payment or payments made by -------------- any Dex Shared Guarantor of the Guarantors hereunder or any set-off or application of funds of any Dex Shared Guarantor of the Guarantors by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral other Secured Party against any Dex the Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing the payment and performance in full of the Notes, the Acceptance Reimbursement Obligations, the Reimbursement Obligations, and, to the Shared Collateral Agent extent then due and owing, all other Obligations, the termination of the Commitments and the Dex Shared Collateral Secured Parties by any Dex Borrower on account expiration, termination or return to the relevant Issuing Lender of the Dex Borrower Obligations are paid in fullLetters of Credit. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when (i) the Notes, the Acceptance Reimbursement Obligations, the Reimbursement Obligations, and, to the extent then due and owing, all of the Dex Borrower other Obligations shall not have been paid and performed in fullfull and/or (ii) the Commitments shall not have been terminated and/or (iii) the Letters of Credit shall not have expired, been terminated or been returned to the relevant Issuing Lender, such amount shall be returned to the Borrower or such other Guarantor, as the case may be, or, if an Event of Default shall have occurred and be continuing, shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral other Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against held as collateral security for the Dex Borrower Obligations, whether matured or unmatured, and/or then or at any time thereafter applied against the Obligations then due and owing, in accordance with the Intercreditor Agreementorder of priority set forth in paragraph 9(c) hereof.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower's Liabilities under or in respect of this Guaranty, the Purchase Agreement, the Debentures, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Obligations are paid in fullSecurity Interest Termination Date. If any amount shall be paid to any Dex Shared Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the indefeasible payment in full in cash of the Dex Borrower Obligations shall not have been paid in fullBorrower's Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesLenders, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsBorrower's Liabilities and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Intercreditor terms of the Debentures and the Purchase Agreement, or to be held as collateral for any Borrower's Liabilities or other amounts payable under this Guaranty thereafter arising. Upon the Security Interest Termination Date, except in the case of a Reinstatement Event (as defined below), the Agent and the Lenders will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Borrower's Liabilities resulting from such payment made by the Guarantor pursuant to this Guaranty.

No Subrogation. (a) Notwithstanding Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any payment made by any Dex Shared Guarantor hereunder claim or any set-off or application of funds of any Dex Shared Guarantor by right that it may have against the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 2(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or otherwise; provided, however, that a Subsidiary Guarantor may enforce the rights of contribution set forth in Section 2(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under any Debtor Relief Law and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent Guaranteed Obligations; provided that at any time an Event of Default does not exist, payments and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are distributions may be paid in fullto (and received by) such Guarantor. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared -------------- Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral US Administrative Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral US Administrative Agent or any Dex Shared Collateral Secured Party US$ Lender or C$ Lender, as the case may be, against any Dex Borrower the Company or the Canadian Borrower, as the case may be, or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral US Administrative Agent or any Dex Shared Collateral Secured Party US$ Lender or C$ Lenders, as the case may be, for the payment of the Dex Company Obligations or the Canadian Borrower Obligations, as the case may be, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the relevant Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral US Administrative Agent and the Dex Shared Collateral Secured Parties US$ Lenders or the C$ Lenders, as the case may be, by any Dex the relevant Borrower on account of the Dex Company Obligations or the Canadian Borrower Obligations Obligations, as the case may be, are paid in full, no Bankers' Acceptance shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Company Obligations or the Canadian Borrower Obligations Obligations, as the case may be, shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral US Administrative Agent and the Dex Shared Collateral Secured PartiesUS$ Lenders or the C$ Lenders, as the case may be, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral US Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral US Administrative Agent, if required), to be applied against the Dex Company Obligations, or the Canadian Borrower Obligations, as the case may be, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementUS Administrative Agent may determine.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Each Guarantor hereunder hereby agrees that, until satisfaction of the Termination Requirements, it will not exercise or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall seek to exercise any rights of subrogation to any of claim or right that it may have against the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyPurchaser, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party Purchaser against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee guaranty or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party Purchaser for the payment of the Dex Borrower Secured Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to of the Shared Secured Obligations are Paid in Full; provided that, no Guarantor shall exercise any such rights of subrogation at any time if the Collateral Agent and the Dex Shared Collateral Secured Parties by or any Dex Borrower on account Purchaser (with their designees, in each case) have acquired all or any of the Dex Borrower Obligations are paid in fullCollateral by credit bid or strict foreclosure. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Secured Obligations shall not have been paid Paid in fullFull or at any time until Collateral Agent or any Purchaser (or their designees, in each case, as applicable) ceases to own all or any portion of the Collateral if such Person has acquired all or any of the Collateral by credit bid or strict foreclosure, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesPurchasers, segregated from other the funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Secured Obligations, whether matured or unmatured, in accordance with such order as Collateral Agent may determine unless otherwise specified in the Intercreditor Note Purchase Agreement. Guarantor agrees that the execution of the Guaranty shall not be deemed to make Guarantor a “creditor” of any Grantor, and that for purposes of Applicable Insolvency Laws, Guarantor shall not be deemed a “creditor” of such Grantor.

No Subrogation. Notwithstanding the satisfaction by the Parent Guarantor of any liability hereunder and notwithstanding any other term, provision or condition in the Note Purchase Agreement, the Transaction Documents or the Other Agreements until 370 days following the last payment or transfer by or on behalf of the Parent Guarantor with respect to the obligations guaranteed hereby and all other sums due under the Note Purchase Agreement, other Transaction Documents and the Other Agreements (a) Notwithstanding the "Period"), the Parent Guarantor shall not have any payment made by any Dex Shared Guarantor hereunder right of subrogation, contribution, reimbursement or indemnity whatsoever or any setright of recourse to or with respect to the assets or property of the Co-off Issuers or application to any collateral for the Notes with respect to obligations owing to the Parent Guarantor arising out of funds the Parent Guarantor's performance of its obligations under this Guarantee. In connection with the foregoing, during the Period the Parent Guarantor expressly waives any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any and all rights of subrogation of the Noteholders against the Co-Issuers with respect to obligations owing to the Parent Guarantor arising out of the Parent Guarantor's performance of its obligations under this Guarantee, and the Parent Guarantor hereby waives any rights to enforce any remedy which the Noteholders may have against the Co-Issuers and any right to participate in any collateral for the Notes with respect to obligations owed to the Parent Guarantor arising out of the Parent Guarantor's performance under this Guarantee. In addition to and without in any way limiting the foregoing, during the Period the Parent Guarantor hereby subordinates any and all indebtedness of the Co-Issuers now or hereafter owed to the Parent Guarantor arising out of the Parent Guarantor's performance of its obligations under this Guarantee to all indebtedness of the Co-Issuers to the Noteholders, and agrees with the Noteholders that the Parent Guarantor shall not demand or accept any payment of principal or interest from the Co-Issuers with respect to such indebtedness, shall not claim any off-set or other reduction of the Parent Guarantor's obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the rights collateral from the Notes in satisfaction of any such indebtedness. Further, the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Parent Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in full. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Parties, segregated from other funds any right of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied recourse against the Dex Borrower ObligationsNoteholders by reason of any action the Noteholders may take or omit to take under the provisions of this Guarantee or under the provisions of any of the Transaction Documents, whether matured the Agreement, the Other Agreements or unmatured, in accordance with the Intercreditor AgreementNotes.

No Subrogation. (a) Notwithstanding any payment or payments made by any Dex Shared Guarantor hereunder the Guarantors hereunder, or any set-off or application of funds of any Dex Shared Guarantor the Guarantors by the Shared Collateral Agent Beneficiaries, the Guarantors hereby irrevocably waive any claim or any Dex Shared Collateral Secured Partyother rights that they may now or hereafter acquire against RTM, no Dex Shared Guarantor shall exercise any rights of subrogation to any of Parent, Holdco, RTM Management, Newco One or Newco Two, as the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower case may be, or any other Dex Shared Guarantor insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantors' obligations under this Guaranty or any other Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiaries against RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, or any other insider guarantor or any collateral security security, whether or guarantee not such claim, remedy or right of offset held by arises in equity or under contract, statute or common law, including, without limitation, the Shared Collateral Agent right to take or any Dex Shared Collateral Secured Party for receive from RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the payment of the Dex Borrower Obligationscase may be, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor insider guarantor, directly or indirectly, in respect of payments made cash or other property or by such Dex Shared Guarantor hereunderset-off or in any other manner, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower payment or security on account of the Dex Borrower Obligations are paid in fullsuch claim, remedy or right. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all in violation of the Dex Borrower Obligations shall not have been paid in fullpreceding sentence, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured PartiesBeneficiaries, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent Beneficiaries in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared Collateral AgentBeneficiaries, if requiredso requested by the Beneficiaries), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementBeneficiaries may determine.

No Subrogation. (a) Notwithstanding Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any claim or right that it may have against the Borrowers or any other Guarantor at any time as a result of any payment made by under or in connection with this Guaranty or the performance or enforcement hereof, including any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights right of subrogation to the rights of any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party Guaranteed Parties against any Dex Borrower or any other Dex Shared Guarantor Guarantor, any right of indemnity, contribution or reimbursement against the Borrowers or any collateral other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrowers or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security or guarantee or right of offset held by any Guaranteed Party to secure payment of the Shared Collateral Agent Guaranteed Obligations, in each case whether such claims or any Dex Shared Collateral Secured Party for rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that each Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek Subordinating Loan Party as subrogee of the Guaranteed Parties or be entitled to seek any contribution or reimbursement resulting from any Dex Borrower such Subordinating Loan Party’s performance under the Guaranty or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunderLoan Document, until all amounts owing to the Shared Collateral Agent indefeasible payment in full in cash of all Secured Obligations. If the Guaranteed Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Guaranteed Parties and the Dex Shared Collateral Secured proceeds thereof shall be paid over to the Guaranteed Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid Secured Obligations, but without reducing or affecting in fullany manner the liability of the Subordinating Loan Party under this Guaranty. If Without limitation of the foregoing, so long as no Default or Event of Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any amount shall be paid to Loan Party receives any Dex Shared Guarantor on account payment of such subrogation rights any Intercompany Debt at any a time when all such payment is prohibited by Section 11.16 of the Dex Borrower Obligations shall not have been paid in fullCredit Agreement or analogous provision under this Guaranty or any other Loan Document, such amount payment shall be held by such Dex Shared Guarantor Loan Party, in trust for the Shared Collateral benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent. Additionally, in the event any of the Borrowers or any other Consolidated Entity becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared as attorney-in-fact for each Guarantor, and shall, forthwith upon receipt is hereby authorized and appointed by such Dex Shared each Guarantor, be turned over to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrowers or such Consolidated Entity to any Guarantor in any such proceeding, each CHAR1\0000000x0 Guarantor hereby assigning to the Shared Collateral Administrative Agent all of its rights in respect of any such claim, including the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor right to the Shared Collateral Agent, if required), to be applied against the Dex Borrower Obligations, whether matured or unmatured, receive payments and distributions in accordance with the Intercreditor Agreementrespect thereof.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared -------------- Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral US Administrative Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral US Administrative Agent or any Dex Shared Collateral Secured Party US$ Lender or C$ Lender, as the case may be, against any Dex Borrower the Company or the Canadian Borrower, as the case may be, or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral US Administrative Agent or any Dex Shared Collateral Secured Party US$ Lender or C$ Lender, as the case may be, for the payment of the Dex Company Obligations or the Canadian Borrower Obligations, as the case may be, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the relevant Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral US Administrative Agent and the Dex Shared Collateral Secured Parties US$ Lenders or the C$ Lenders, as the case may be, by any Dex the relevant Borrower on account of the Dex Company Obligations or the Canadian Borrower Obligations Obligations, as the case may be, are paid in full, no Bankers' Acceptance shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Company Obligations or the Canadian Borrower Obligations Obligations, as the case may be, shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral US Administrative Agent and the Dex Shared Collateral Secured PartiesUS$ Lenders or the C$ Lenders, as the case may be, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral US Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral US Administrative Agent, if required), to be applied against the Dex Company Obligations, or the Canadian Borrower Obligations, as the case may be, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementUS Administrative Agent may determine.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that he may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared the Guarantor (duly indorsed by such Dex Shared Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agentcontrary contained in this Limited Guaranty or otherwise, if required)the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of his corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of his obligations under this Limited Guaranty that would be applied against available to Parent and/or Merger Sub under the Dex Borrower Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. (a) Notwithstanding Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor irrevocably waives any payment made by claims or other rights that Guarantor now has or may acquire against Borrower that arise from the existence, payment, performance or enforcement of Guarantor's obligations under this Guaranty, including any Dex Shared Guarantor hereunder right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Lender against Borrower or any collateral that Lender now has or may acquire, whether or not that claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Borrower, directly or indirectly, in cash or other property or by set-off or application of funds of in any Dex Shared Guarantor by the Shared Collateral Agent manner, payment or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of that claim or other right. In addition, to the Dex Borrower Obligations are extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lender with respect to the Guaranteed Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. Any amount paid to Guarantor in full. If any amount shall violation of the preceding two sentences is deemed to have been paid to Guarantor for the benefit of, and held in trust for, Lender and must immediately be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall Lender to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent credited and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over applied to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsGuaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or any collateral that Lender now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of Lender's election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation and reimbursement against Borrower. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the Agreement and that the waivers set forth in accordance with the Intercreditor Agreementthis Section are knowingly made in contemplation of those benefits.

No Subrogation. (a) Notwithstanding Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any payment made by any Dex Shared Guarantor hereunder claim or any set-off or application of funds of any Dex Shared Guarantor by right that it may have against the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Loan Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Collateral Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Loan Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Collateral Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding any payment made or payments by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured PartyLender, no Dex Shared Guarantor shall exercise any rights of subrogation not be entitled to be subrogated to any of the rights of the Shared Collateral Agent or Lender against Borrower, any Dex Shared Collateral Secured Party against any Dex Borrower other Obligor or any other Dex Shared Guarantor or any collateral security Person or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for Lender of the payment of the Dex Borrower ObligationsGuaranteed Indebtedness, nor shall any Dex Shared Guarantor seek or be entitled to seek any reimbursement or contribution or reimbursement from Borrower, any Dex Borrower other Obligor, or any other Dex Shared Guarantor Person in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties Lender by any Dex Borrower on account of the Dex Borrower Obligations Guaranteed Indebtedness are indefeasibly paid in fullfull in cash. If any amount shall be paid to any Dex Shared Guarantor on account of such the subrogation rights at any time when all of the Dex Borrower Obligations shall Guaranteed Indebtedness has not have been indefeasibly paid in fullfull in cash, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith immediately upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral Agent Lender in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared Collateral AgentLender, if required), to be applied against the Dex Borrower ObligationsGuaranteed Indebtedness, whether matured or unmatured, in accordance with such order as Lender may determine. EXECUTED as of the Intercreditor Agreementdate first above written. GUARANTOR: AMERICARE BENEFITS, INC. By:/s/ Xxxxxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxxx Print Title: Sr. Vice President and Treasurer FIRST RESTATED GUARANTY AGREEMENT THIS FIRST RESTATED GUARANTY AGREEMENT (“Guaranty”) is made as of July 6, 2004, by Guarantor (as hereinafter defined) for the benefit of Lender (as hereinafter defined).

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any payment made by any Dex Shared Guarantor hereunder rights that it may now have or hereafter acquire against one or both of the Buyer Parties or any other Person liable with respect to any of the Obligations that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against one or both of the Buyer Parties or any other Person interested in the transactions contemplated by the Merger Agreement liable with respect to any of the Obligations, whether or not such claim, remedy or right arises in equity or under contract or any applicable Law, including, without limitation, the right to take or receive from one or both of the Buyer Parties or any other Person liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until all of the Dex Borrower Obligations are and Prevailing Party Costs, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantor shall have the right to cause any other Person to satisfy its payment obligations under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantor of its obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the payment in full in cash of the Dex Borrower Obligations shall not have been paid in fulland Prevailing Party Costs, if applicable, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesCompany or its security holders, as the case may be, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Company or its security holders, as the case may be, in the exact same form as so received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor with any necessary endorsement or assignment) to be credited and applied to the Shared Collateral AgentObligations and Prevailing Party Costs, if required), to be applied against the Dex Borrower Obligationsapplicable, whether matured or unmatured, in accordance with the Intercreditor Agreementor to be held as collateral for any Obligations or Prevailing Party Costs, if applicable, thereafter arising.

No Subrogation. (a) Notwithstanding Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor irrevocably waives any payment made by claims or other rights that Guarantor now has or may acquire against Borrower that arise from the existence, payment, performance or enforcement of Guarantor's obligations under this Guaranty, including any Dex Shared Guarantor hereunder right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Lenders against Borrower or any collateral that Lenders now has or may acquire, whether or not that claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Borrower, directly or indirectly, in cash or other property or by set-off or application of funds of in any Dex Shared Guarantor by the Shared Collateral Agent manner, payment or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of that claim or other right. In addition, to the Dex Borrower Obligations are extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lenders with respect to the Guaranteed Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lenders. Any amount paid to Guarantor in full. If any amount shall violation of the preceding two sentences is deemed to have been paid to Guarantor for the benefit of, and held in trust for, Lenders and must immediately be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex Borrower Obligations shall not have been paid in full, such amount shall Lenders to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent credited and the Dex Shared Collateral Secured Parties, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over applied to the Shared Collateral Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be applied against the Dex Borrower ObligationsGuaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or any collateral that Lenders now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of Lenders' election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the California Code of Civil Procedure and the Agreement and that the waivers set forth in accordance with the Intercreditor Agreementthis Section are knowingly made in contemplation of those benefits.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral CDN Administrative Agent, the Administrative Agent or any Dex Shared Collateral Secured PartyCDN Lender, no Dex Shared Guarantor shall exercise any rights of subrogation be entitled to be subrogated to any of the rights of the Shared Collateral CDN Administrative Agent, the Administrative Agent or any Dex Shared Collateral Secured Party CDN Lender against any Dex the CDN Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral CDN Administrative Agent, the Administrative Agent or any Dex Shared Collateral Secured Party CDN Lender for the payment of the Dex CDN Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex the CDN Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral CDN Administrative Agent, the Administrative Agent and the Dex Shared Collateral Secured Parties CDN Lenders by any Dex the CDN Borrower on account of the Dex CDN Borrower Obligations are shall have been paid in fullfull (other than contingent or indemnification obligations not then due), no Letter of Credit or B/A (that is not cash collateralized to the reasonable satisfaction of the CDN Issuing Lender or purchasing CDN Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have been terminated. If any amount shall be paid to any Dex Shared Guarantor on account of such subrogation rights at any time when all of the Dex CDN Borrower Obligations shall not have been paid in full, such amount shall be held by such Dex Shared Guarantor in trust for the Shared Collateral CDN Administrative Agent, the Administrative Agent and the Dex Shared Collateral Secured PartiesCDN Lenders, segregated from other funds of such Dex Shared Guarantor, and shall, forthwith upon receipt by such Dex Shared Guarantor, be turned over to the Shared Collateral CDN Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed endorsed by such Dex Shared Guarantor to the Shared Collateral CDN Administrative Agent, if required), to be applied against the Dex CDN Borrower Obligations, whether matured or unmatured, in accordance with such order as the Intercreditor AgreementCDN Administrative Agent may determine.

No Subrogation. (a) Notwithstanding any payment made by any Dex Shared Each Guarantor hereunder hereby agrees that, until satisfaction of the Termination Requirements, it will not exercise or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall seek to exercise any rights of subrogation to any of claim or right that it may have against the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any collateral security or guarantee or right of offset held by subrogation to the Shared Collateral Agent or rights of any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Guaranteed Parties against the Borrower or any other Dex Shared Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in respect Section 1(c)), any right to enforce any remedies of payments any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made by such Dex Shared Guarantor hereunder, until all amounts owing junior in right of payment to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of the Dex Borrower Obligations are paid in fullGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any Dex Shared distribution received by any Guarantor (i) on account of any such subrogation rights indebtedness at any time when all after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the Dex Borrower Obligations shall not have been paid in fullTermination Requirements, such amount or distribution shall be deemed to have been received and to be held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured Guaranteed Parties, segregated from other funds of such Dex Shared Guarantor, and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over delivered to the Shared Collateral Administrative Agent in the exact form received by such Dex Shared Guarantor (duly indorsed by such Dex Shared Guarantor to with any necessary endorsements in the Shared Collateral Agent, if requiredcase of written instruments), to be applied against the Dex Borrower Guaranteed Obligations, whether matured or unmaturednot matured, in accordance with the Intercreditor Agreementterms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

No Subrogation. (a) Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment made rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Dex Shared Guarantor hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights of subrogation to any of the rights of the Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or in any other Dex Shared Guarantor manner, payment or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any Dex Borrower on account of such claim, remedy or right, unless and until the Dex Borrower Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any Dex Shared the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Dex Borrower Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Dex Shared Guarantor in trust for the Shared Collateral Agent and benefit of the Dex Shared Collateral Secured PartiesGuaranteed Party, shall be segregated from other property and funds of such Dex Shared Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Dex Shared Guarantor, be turned over paid or delivered to the Shared Collateral Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Dex Shared the Guarantor (duly indorsed by such Dex Shared Guarantor under this Limited Guaranty. Notwithstanding anything to the Shared Collateral Agentcontrary contained in this Limited Guaranty or otherwise, if requiredthe Guaranteed Party hereby agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations under the Merger Agreement by the satisfaction thereof or pursuant to any agreement with the Guaranteed Party (any amount so relieved, the “Reduction Amount”), the Cap shall be reduced by an amount equal to the product of the Reduction Amount multiplied by the Guaranteed Percentage; (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be applied against subject to the Dex Borrower Guarantor’s Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Intercreditor AgreementGuaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

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

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