Common use of Subrogation and Subordination Clause in Contracts

Subrogation and Subordination. The Guarantor agrees not to assert any right, claim or cause of action including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise against the Borrower arising out of or by reason of this Guaranty or the obligations hereunder including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoing.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Beneficiary against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid in full in cash and satisfied no Letter of Credit Obligations shall remain outstanding and all commitments to lend under the Credit Agreement Commitments shall have been expired or terminated. If all or any part amount shall be paid to a Guarantor in violation of the assets preceding sentence at any time prior to (a) the payment in full in cash of the BorrowerGuaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, or (b) the proceeds thereof, are subject to any distribution, division or application to satisfaction of all Letter of Credit Obligations and the creditors termination of all obligations of the Borrower, whether partial, complete, voluntary or involuntaryIssuing Lender and the Lenders in respect of Letters of Credit, and whether by reason (c) the termination of liquidationthe Commitments, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Beneficiaries and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The Guarantor agrees will not to assert exercise any right, claim or cause rights which it may have acquired by way of action including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise against the Borrower arising out of or by reason of subrogation under this Guaranty or the obligations hereunder includingAgreement, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been fully paid in full in cash. The Guarantor hereby subordinates the payment of all Indebtedness and satisfied other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to the Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the payment in full in cash of all commitments of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by the Guarantor as trustee for the holders and the proceeds thereof shall be paid over to lend the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty Agreement. If any amount or other payment is made to or accepted by the Credit Agreement Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application paid to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment Guarantor for the benefit of creditors or any other action or proceedingof, Guarantor waives any rights it may have and held in or trust for the benefit of, the holders and shall be paid over to the foregoingholders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty Agreement. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder 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 Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim, remedy or purchasing of any of the Guaranteed Obligations by the Guarantor right, unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims occurrence of the Termination Date (as defined below). If any amount shall be paid to a Guarantor against the Borrower or any in violation of the Borrower's subsidiariespreceding sentence at any time prior to or on the Termination Date, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, such amount shall be subordinate and subject held in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. For purposes of this Guaranty, “Termination Date” means the date on or prior to which each of the following shall have occurred: (i) the termination of the Commitments, (ii) the termination of all Hedging Agreements with such Swap Counterparties (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), (iii) the termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made), and (iv) the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Secured Obligations (other than indemnity obligations and other similar obligations that survive the termination of this Guaranty for which no notice of claim has been received by any Guarantor).

Subrogation and Subordination. The Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees with the Administrative Agent (for the benefit of the Indemnified Parties) that it shall not to exercise or assert any rightrights that it may now have or hereafter acquire against any of the Guaranteed Parties that arise from the existence, claim payment, performance or cause enforcement of action such Performance Guarantor’s obligations under this Agreement or any other Transaction Document, including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification or otherwise any right to participate in any claim or remedy of any Indemnified Party against the Borrower arising out of any Guaranteed Party or by reason of this Guaranty any asset or the obligations hereunder 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 any Guaranteed Party, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or securing security on account of such claim, remedy or purchasing right, unless and until all amounts payable under this Agreement shall have been paid in full and the Final Date shall have occurred. The payment of any amounts due with respect to any indebtedness of any Guaranteed Party now or hereafter owed to any Performance Guarantor that arise from the existence, payment, performance or enforcement of such Performance Guarantor’s obligations under this Agreement or any other Transaction Document is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, it will not demand, sue for, take xxx for or receive otherwise attempt to collect any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part such indebtedness of any security or collateral which may be given Guaranteed Party to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The such Performance Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied performed in full. If any amount shall be paid to any Performance Guarantor in violation of the preceding sentence at any time prior to the later of (i) the payment in full of the Guaranteed Obligations and all commitments other amounts payable under this Agreement and all amounts payable to lend the Indemnified Parties under the Credit Agreement have been terminated. If all or any part of Transaction Documents and (ii) the assets of the BorrowerFinal Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors the Indemnified Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or any other action or proceedingunmatured, Guarantor waives any rights it may have in accordance with the terms of the Transaction Documents or to be held by the foregoingAdministrative Agent as collateral security for any Guaranteed Obligations payable under this Agreement thereafter arising.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all commitments to lend under Commitments shall have terminated (such date being the Credit Agreement have been terminated“Termination Date”). If all or any part amount shall be paid to a Guarantor in violation of the assets of preceding sentence at any time prior to or on the BorrowerTermination Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations (other than contingent and indemnification obligations) and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Secured Swap Counterparties have been terminated or novated to a counterparty that is not a Secured Party and all commitments to lend under Commitments shall have terminated (such date being the Credit Agreement have been terminated“Termination Date”). If all or any part amount shall be paid to a Guarantor in violation of the assets of preceding sentence at any time prior to or on the BorrowerTermination Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the applicable Issuing Lender or Issuing Lenders), all Hedging Arrangements with Swap Counterparties have been terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all commitments to lend under Commitments shall have terminated (such date being the Credit Agreement have been terminated“Termination Date”). If all or any part amount shall be paid to a Guarantor in violation of the assets of preceding sentence at any time prior to or on the BorrowerTermination Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The Guarantor agrees not Until the payment in full of the Guaranteed Obligations, the termination of the Agreement and all commitments which could give rise to assert any rightGuaranteed Obligation, claim or cause of action including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise against the Borrower arising out of or by reason and the other conditions of this Guaranty or the obligations hereunder includinghave been satisfied ("Guaranty Termination"), without limitation, the payment or securing or purchasing no Guarantor shall have any right of any of subrogation with respect to the Guaranteed Obligations by and hereby waives, until Guaranty Termination occurs, (a) any right to enforce any remedy which the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Letter of Credit Agreement Issuer now has or relevant Facility Document are terminated. The Guarantor agrees that may hereafter have against any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiariesApplicant, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against (b) any of their respective propertiesbenefit of, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing right to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to askparticipate in, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender Letter of Credit Issuer to secure payment of the Guaranteed Obligations or otherwiseany part thereof or any other liability of any Guarantor to the Letter of Credit Issuer, and (c) any right of subrogation, reimbursement, exoneration, contribution or indemnification, in each case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law. If any amount shall be and hereby are subordinated paid to a Guarantor in violation of the preceding sentence at any time prior to the rights occurrence of the Lender Guaranty Termination, such amount shall be held in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Letter of Credit Issuer and shall forthwith be paid to the foregoingLetter of Credit Issuer to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by such Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Each Guarantor hereby agrees that any indebtedness of any Applicant to such Guarantor shall be subordinated to the Obligations under the Agreement in the manner and on terms satisfactory to the Letter of Credit Issuer.

Subrogation and Subordination. The Until the indefeasible payment in full in cash of the Guaranteed Obligations, each Guarantor agrees not to assert hereby waives any rightclaim, claim right or cause of action includingremedy, without limitationdirect or indirect, a claim for subrogation, reimbursement, indemnification that such Guarantor now has or otherwise may hereafter have against the Borrower arising out of or by reason of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitationlimitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the payment Borrower, (b) any right to enforce, or securing to participate in, any claim, right or purchasing of any of remedy that the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement Lender now has or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor may hereafter have against the Borrower or any of the Borrower's subsidiariesother guarantor, and (c) any benefit of, and any right to participate in, any endorser collateral or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existingheld by the Lender. In addition, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully indefeasibly paid and satisfied and all commitments to lend under in full in cash, each Guarantor shall withhold exercise of any right of contribution that such Guarantor may have against the Credit Agreement have been terminated. If all other Guarantors or any part other guarantor of the assets Guaranteed Obligations under Section 3 hereof or at law or in equity or otherwise. Each Guarantor further agrees that, to the extent the waiver 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, such rights of subrogation, reimbursement or indemnification that such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights that the Lender may have against the Borrower, or to all right, title and interest the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it Lender may have in any such collateral or security, and to any right the Lender may have against such other guarantor. The Lender may use, sell or dispose of any items of collateral or security as it sees fit without regard to any subrogation rights arising out of this Guaranty that any Guarantor may have and, upon any such disposition or sale, any rights of subrogation that any Guarantor may have shall, with respect to the foregoingcollateral disposed of, terminate. If any amount shall be paid to any Guarantor on account of subrogation rights at any time when all Guaranteed Obligations shall not have been paid in full in cash, such amount shall be held in trust for the Lender and shall forthwith be paid over to the Lender to be credited and applied against the Guaranteed Obligations, whethermatured or unmatured, in accordance with the terms of the Loan Agreement, the Loans or the Notes. 14.

Subrogation and Subordination. The (a) Notwithstanding any reference to subrogation contained herein to the contrary, Guarantor agrees not to assert hereby irrevocably waives any right, claim or cause other rights which it may have or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of action Guarantor's obligations under this Guaranty, including, without limitation, a claim for any right of subrogation, reimbursement, indemnification exoneration, contribution, indemnification, any right to participate in any claim or otherwise remedy of any Lender against the Borrower arising out of Company or by reason of this Guaranty any collateral which any Lender now has or the obligations hereunder includinghereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim or purchasing other rights until the Obligation shall have been paid indefeasibly in full in cash and no commitments of any Lender remain outstanding; and thereafter Guarantor will be subrogated to the position of the Guaranteed Obligations Lenders to the extent of the payments made by Guarantor. If any amount shall be paid to Guarantor in violation of the Guarantor unless preceding sentence and until the Guaranteed Obligations are Obligation shall not have been paid indefeasibly in full in cash or any commitment of any Lender shall remain outstanding, such amount shall be deemed to have been paid to Guarantor for the benefit of, and all commitments held in trust for the benefit of, the Lenders, and shall forthwith be paid to lend under the Administrative Lender to be credited and applied upon the Obligation, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees and that any and all claims the waiver set forth in this Paragraph 4(a) is knowingly made in contemplation of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingbenefits.

Subrogation and Subordination. The Guarantor agrees will not to assert exercise any rightrights that it may now or hereafter acquire against the Borrower or any other insider guarantor that arise from the existence, claim payment, performance or cause enforcement of action the Guarantor's Obligations under this Guaranty or any other Loan Document, including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of the Administrative Agent or any other Lender Party against the Borrower arising out of or by reason of this Guaranty any other insider guarantor or the obligations hereunder any collateral security, 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 in any other manner, payment or securing security on account of such claim, remedy or purchasing of any right, and all such rights shall be subordinated, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash or purchased by the Guarantor unless and until in full for cash. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations are paid or the purchase in full by the Guarantor for cash of the Guaranteed Obligations and the payment in full in cash of all other amounts payable under this Guaranty such amount shall be held in trust for the benefit of the Administrative Agent and the other Lender Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and all commitments to lend other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims terms of the Loan Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) the Guarantor against shall make payment to the Borrower or any of the Borrower's subsidiaries, any endorser Administrative Agent or any other guarantor Lender Party of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If purchase all or any part of the assets Guaranteed Obligations, pursuant to Section 1, Section 2 or Section 11 hereof, and (ii) all of the BorrowerGuaranteed Obligations and all other amounts payable under this Guaranty shall be purchased or paid in full in cash, or the proceeds thereofAdministrative Agent and the other Lender Parties will, are subject to any distributionat the Guarantor's request and expense, division or application execute and deliver to the creditors of Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the Borrowertransfer by subrogation or purchase, whether partialas the case may be, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingGuarantor of an interest in, all or such part of, the Guaranteed Obligations resulting from such payment or purchase by the Guarantor.

Subrogation and Subordination. The (a) Each Guarantor agrees will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guarantee or any rightother Credit Document, claim or cause any agreements with respect to Cash Management Services provided by any Lender or an Affiliate of action any Lender, any Letter of Credit issued by an Issuing Bank, and the applicable Hedge Transactions with swap counterparties, including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder 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 Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim, remedy or purchasing of any of the Guaranteed Obligations by the Guarantor right, unless and until the Guaranteed Obligations are paid occurrence of the termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations, Cash Management Obligations and Hedging Obligations that survive the termination of all commitments Commitments). If any amount shall be paid to lend under the Credit Agreement or relevant Facility Document are terminated. The any Guarantor agrees that any and all claims in violation of the Guarantor against preceding sentence at any time prior to the Borrower or any occurrence of the Borrower's subsidiaries, any endorser or any other guarantor termination of all or any part Commitments and payment in full of all Obligations (other than contingent indemnification obligations, Cash Management Obligations and Hedging Obligations that survive the Guaranteed Obligationstermination of all Commitments), or against any of their respective properties, such amount shall be subordinate and subject held in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by any Guarantor under this Guarantee, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The Until the indefeasible payment in ----------------------------- full in cash of the Guaranteed Obligations, each Guarantor agrees not to assert hereby waives any rightclaim, claim right or cause of action includingremedy, without limitationdirect or indirect, a claim for subrogation, reimbursement, indemnification that such Guarantor now has or otherwise may hereafter have against the Borrower arising out of or by reason of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitationlimitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the payment Borrower, (b) any right to enforce, or securing to participate in, any claim, right or purchasing of any of remedy that the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement Lender now has or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor may hereafter have against the Borrower or any of the Borrower's subsidiariesother guarantor, and (c) any benefit of, and any right to participate in, any endorser collateral or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existingheld by the Lender. In addition, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully indefeasibly paid and satisfied and all commitments to lend under in full in cash, each Guarantor shall withhold exercise of any right of contribution that such Guarantor may have against the Credit Agreement have been terminated. If all other Guarantor or any part other guarantor of the assets Guaranteed Obligations under Section 3 hereof or at law or in equity or otherwise. Each Guarantor further agrees that, to the extent the waiver 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, such rights of subrogation, reimbursement or indemnification that such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights that the Lender may have against the Borrower, or to all right, title and interest the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it Lender may have in any such collateral or security, and to any right the Lender may have against such other guarantor. The Lender may use, sell or dispose of any items of collateral or security as it sees fit without regard to any subrogation rights arising out of this Guaranty that either Guarantor may have and, upon any such disposition or sale, any rights of subrogation that either Guarantor may have shall, with respect to the foregoingcollateral disposed of, terminate. If any amount shall be paid to either Guarantor on account of subrogation rights at any time when all Guaranteed Obligations shall not have been paid in full in cash, such amount shall be held in trust for the Lender and shall forthwith be paid over to the Lender to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement, the Note or any applicable Loan Document.

Subrogation and Subordination. The Guarantor agrees not to assert any right, claim or cause of action including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise against Until the Borrower arising out of or by reason of this Guaranty or the obligations hereunder including, without limitation, the indefeasible payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in ----------------------------- full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, the termination of the Commitments under the Loan Agreement and the cancellation of all outstanding Letters of Credit, the Guarantor hereby waives any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against either Borrower or its assets in connection with this Guaranty or the performance by the Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitation (a) any of their respective properties, shall be subordinate and subject in right of payment subrogation, reimbursement or indemnification that the Guarantor now has or may hereafter have against a Borrower, (b) any right to enforce, or to participate in, any claim, right or remedy that the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities Agent or obligations owing to the Banks now have or may hereafter have against a Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding guarantor, and (c) any benefit of, and any right of the Guarantor to askparticipate in, demand, sue for, take any collateral or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising held by the Agent or howsoever existingthe Banks. In addition, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully indefeasibly paid and satisfied in full, the Commitments shall have terminated and all commitments outstanding Letters of Credit shall have been canceled, the Guarantor shall withhold exercise of any right of contribution that the Guarantor may have against any other guarantor of the Guaranteed Obligations at law or in equity or otherwise. The Guarantor further agrees that, to lend the extent the waiver 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, such rights of subrogation, reimbursement or indemnification that the Guarantor may have against a Borrower or against any collateral or security, and any rights of contribution that the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights that the Agent and the Banks may have against the Borrowers, to all right, title and interest the Agent or the Banks may have in any such collateral or security, and to any right the Agent or the Banks may have against such other guarantor. The Agent or the Banks may use, sell or dispose of any items of collateral or security as they see fit without regard to any subrogation rights arising out of this Guaranty that the Guarantor may have and, upon any such disposition or sale, any rights of subrogation that the Guarantor may have shall, with respect to the collateral disposed of, terminate. If any amount shall be paid to the Guarantor on account of subrogation rights at any time when all Guaranteed Obligations shall not have been paid in full in cash or the Commitments under the Credit Loan Agreement shall not have been terminated. If all , or any part Letters of Credit shall remain outstanding, such amount shall be held in trust for the Agent, on behalf of the assets of the BorrowerBanks, or the proceeds thereof, are subject to any distribution, division or application and shall forthwith be paid over to the creditors of the BorrowerAgent, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors the Banks, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement, the Notes or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingapplicable Collateral Document.

Subrogation and Subordination. The Guarantor agrees not Until the payment and performance in full of all Obligations and any and all obligations of Principal Debtor to assert any right, claim or cause affiliate of action including, the Lenders and/or Agent (and the expiration of any applicable preference periods under the Federal Bankruptcy Code without limitation, there having occurred any reorganization of Principal Debtor in connection with a claim for subrogation, reimbursement, indemnification or otherwise against the Borrower arising out of or by reason of this Guaranty or the obligations hereunder including, without limitationBankruptcy Event), the Guarantor shall not exercise any rights against Principal Debtor arising as a result of payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless hereunder, by way of subrogation or otherwise, and until shall not prove any claim in competition with the Guaranteed Obligations are paid Agent and/or the Lenders or their respective affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor shall not claim any set-off or counterclaim against Principal Debtor in respect of any liability of the Guarantor to Principal Debtor; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Lenders, Agent and/or any affiliate thereof. The payment of any amounts due with respect to any indebtedness of Principal Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations and all commitments to lend under may be payable only in accordance with the Credit Agreement or relevant Facility Document are terminatedLoan Agreement. The Guarantor agrees that after the occurrence of any default, including without limitation an Event of Default or a Guaranty Event of Default (as such term is defined in Section 11 below), in the payment or performance of the Obligations, the Guarantor shall not demand, sue for or otherwise attempt to collect any such indebtednexx of Principal Debtor to the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for Agent, and be paid over to Agent for the benefit of the Lenders, on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Unlimited Guaranty. In the event the Guarantor is or becomes an "insider" (as defined from time to time in Section 101 of the Federal Bankruptcy Code) with respect to Principal Debtor, any and all claims rights of the Guarantor (a) of reimbursement, indemnification, and exoneration against Principal Debtor, (b) of contribution against Principal Debtor (if the Borrower or any of the Borrower's subsidiaries, any endorser or Unlimited Guaranty is secured) and/or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if anyc) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated subrogation to the rights of the Lender in those assets. The Lenders and/or Agent or any similar rights under any of the Financing Documents, whether such rights arise under an express or implied contract or operation of law, are hereby expressly waived, it being the intention of the parties hereto that the Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all not be deemed a "creditor" (as defined in Section 101 of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part Federal Bankruptcy Code) of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether Principal Debtor by reason of liquidationthe existence of this Unlimited Guaranty, bankruptcy, arrangement, receivership, assignment for this waiver being given to induce the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or Agent and the Lenders to enter into the foregoingLoan Agreement.

Subrogation and Subordination. The (a) Notwithstanding any reference to subrogation contained herein to the contrary, each Guarantor agrees not to assert hereby irrevocably waives any right, claim or cause other rights which it may have or hereafter acquire against Company or any other Obligor that arise from the existence, payment, performance or enforcement of action such Guarantor's obligations under this Guaranty, including, without limitation, a claim for any right of subrogation, reimbursement, indemnification exoneration, contribution, indemnification, any right to participate in any claim or otherwise remedy of any Lender or Administrative Lender against the Borrower arising out of Company, any Guarantor or by reason of this Guaranty any other Obligor or the obligations hereunder includingany collateral which any Lender or Administrative Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from Company, any Guarantor or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim or purchasing of other rights. If any amount shall be paid to any Guarantor in violation of the Guaranteed Obligations by preceding sentence and the Guarantor unless and until the Guaranteed Obligations are Obligation shall not have been paid in full full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and all commitments held in trust for the benefit of, Lenders, and shall forthwith be paid to lend under Administrative Lender to be credited and applied upon the Obligation, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees and that any and all claims the waiver set forth in this PARAGRAPH 4(A) is knowingly made in contemplation of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingbenefits.

Subrogation and Subordination. The Guarantor agrees not Until the payment in full of the Guaranteed Obligations, the termination of the Agreement and all commitments which could give rise to assert any rightGuaranteed Obligation, claim or cause of action including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise against and the Borrower arising out of or by reason other conditions of this Guaranty or the obligations hereunder includinghave been satisfied ("Guaranty Termination"), without limitation, the payment or securing or purchasing no Guarantor shall have any right of any of subrogation with respect to the Guaranteed Obligations by and hereby waives, until Guaranty Termination occurs, (a) any right to enforce any remedy which the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Letter of Credit Agreement Issuer now has or relevant Facility Document are terminated. The Guarantor agrees that may hereafter have against any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiariesApplicant, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against (b) any of their respective propertiesbenefit of, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing right to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to askparticipate in, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender Letter of Credit Issuer to secure payment of the Guaranteed Obligations or otherwiseany part thereof or any other liability of any Guarantor to the Letter of Credit Issuer, and (c) any right of subrogation, reimbursement, exoneration, contribution or indemnification, in each case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law. If any amount shall be and hereby are subordinated paid to a Guarantor in violation of the preceding sentence at any time prior to the rights occurrence of the Lender Guaranty Termination, such amount shall be held in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Letter of Credit Issuer and shall forthwith be paid to the foregoingLetter of Credit Issuer to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by such Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Each Guarantor hereby agrees that any indebtedness of any Applicant to such Guarantor shall be subordinated to the Obligations under the Agreement in the manner and on terms satisfactory to the Letter of Credit Issuer.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Exhibit C – Form of Amended and Restated Guaranty Agreement Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all commitments to lend under Commitments shall have terminated (such date being the Credit Agreement have been terminated"Termination Date"). If all or any part amount shall be paid to a Guarantor in violation of the assets of preceding sentence at any time prior to or on the BorrowerTermination Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Beneficiary against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid and satisfied in full in cash and all commitments to lend under the Credit Agreement Commitments shall have been expired or terminated. If all or any part amount shall be paid to a Guarantor in violation of the assets preceding sentence at any time prior to (a) the payment in full in cash of the Borrower, or Guaranteed Obligations and any and all other amounts payable by the proceeds thereof, are subject to any distribution, division or application to Guarantors under this Guaranty and (b) the creditors termination of the BorrowerCommitments, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Beneficiaries and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The (a) Notwithstanding any reference to subrogation contained herein to the contrary, Guarantor agrees not to assert hereby irrevocably waives any right, claim or cause other rights which it may have or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of action Guarantor's obligations under this Guaranty, including, without limitation, a claim for any right of subrogation, reimbursement, indemnification exoneration, contribution, indemnification, any right to participate in any claim or otherwise remedy of any Lender against the Borrower arising out of Company or by reason of this Guaranty any collateral which any Lender now has or the obligations hereunder includinghereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim or purchasing other rights until the Obligation shall have been paid indefeasibly in full in cash and no commitments of any Lender remain outstanding; and thereafter Guarantor will be subrogated to the position of the Guaranteed Obligations Lenders to the extent of the payments made by Guarantor. If any amount shall be paid to Guarantor in violation of the Guarantor unless preceding sentence and until the Guaranteed Obligations are Obligation shall not have been paid indefeasibly in full in cash or any commitment of any Lender shall remain outstanding, such amount shall be deemed to have been paid to Guarantor for the benefit of, and all commitments held in trust for the benefit of, the Lenders, and shall forthwith be paid to lend under the Administrative Agent to be credited and applied upon the Obligation, whether matured or unmatured, in accordance with the terms 137 of the Credit Agreement. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees and that any and all claims the waiver set forth in this Paragraph 4(a) is knowingly made in contemplation of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingbenefits.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all commitments to lend under Commitments shall have terminated (such date being the Credit Agreement have been terminated“Termination Date”). If all or any part amount shall be paid to a Guarantor in violation of the assets of preceding sentence at any time prior to or on the BorrowerTermination Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The Performance Guarantor hereby agrees with the Administrative Agent (for the benefit of the Lender Indemnified Parties) and the Trustee that it shall not to exercise or assert any rightrights that it may now have or hereafter acquire against the Guaranteed Party that arise from the existence, claim payment, performance or cause enforcement of action the Performance Guarantor’s obligations under this Agreement or any other applicable Transaction Document, including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification or otherwise any right to participate in any claim or remedy of any Indemnified Party against the Borrower arising out of Guaranteed Party or by reason of this Guaranty any asset or the obligations hereunder 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 Guaranteed Party, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or securing security on account of such claim, remedy or purchasing right, unless and until all amounts payable under this Agreement shall have been paid in full and the Final Date shall have occurred. The payment of any amounts due with respect to any indebtedness of the Guaranteed Party now or hereafter owed to the Performance Guarantor that arise from the existence, payment, performance or enforcement of the Performance Guarantor’s obligations under this Agreement or any other applicable Transaction Document is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. The Performance Guarantor hereby agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations by Obligations, it will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Guaranteed Party to the Performance Guarantor unless and until the later of (i) the payment in full of the Guaranteed Obligations are and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the applicable Transaction Documents and (ii) the Final Date. If any amount shall be paid to the Performance Guarantor in violation of the preceding sentence at any time prior to the later of (i) the payment in full of the Guaranteed Obligations and all commitments other amounts payable under this Agreement and all amounts payable to lend the Indemnified Parties under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any applicable Transaction Documents and all claims (ii) the Final Date, such amount shall be held in trust for the benefit of the Guarantor against Indemnified Parties and shall forthwith be paid to the Borrower Administrative Agent or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of Trustee (as applicable) to be credited and applied to the Guaranteed Obligations, whether matured or against any of their respective properties, shall be subordinate and subject in right of payment to the prior paymentunmatured, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to accordance with the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right terms of the Guarantor Transaction Documents or to ask, demand, sue for, take be held by the Administrative Agent or receive the Trustee (as applicable) as collateral security for any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend payable under the Credit this Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingthereafter arising.

Subrogation and Subordination. The Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees with the Administrative Agent (for the benefit of the Indemnified Parties) that it shall not to exercise or assert any rightrights that it may now have or hereafter acquire against any of the Guaranteed Parties that arise from the existence, claim payment, performance or cause enforcement of action such Performance Guarantor’s obligations under this Agreement or any other Transaction Document, including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification or otherwise any right to participate in any claim or remedy of any Indemnified Party against the Borrower arising out of any Guaranteed Party or by reason of this Guaranty any asset or the obligations hereunder 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 any Guaranteed Party, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or securing security on account of such claim, remedy or purchasing right, unless and until all amounts payable under this Agreement shall have been paid in full and the Final Date shall have occurred. The payment of any amounts due with respect to any indebtedness of any Guaranteed Party now or hereafter owed to any Performance Guarantor that arise from the existence, payment, performance or enforcement of such Performance Guarantor’s obligations under this Agreement or any other Transaction Document is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations by Obligations, it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Guaranteed Party to such Performance Guarantor until the Guarantor unless and until later of (i) the payment in full of the Guaranteed Obligations are and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the Transaction Documents and (ii) the Final Date. If any amount shall be paid to any Performance Guarantor in violation of the preceding sentence at any time prior to the later of (i) the payment in full of the Guaranteed Obligations and all commitments other amounts payable under this Agreement and all amounts payable to lend the Indemnified Parties under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any Transaction Documents and all claims (ii) the Final Date, such amount shall be held in trust for the benefit of the Guarantor against Indemnified Parties and shall forthwith be paid to the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or against any of their respective properties, shall be subordinate and subject in right of payment to the prior paymentunmatured, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to accordance with the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right terms of the Guarantor Transaction Documents or to ask, demand, sue for, take or receive be held by the Administrative Agent as collateral security for any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend payable under the Credit this Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingthereafter arising.

Subrogation and Subordination. The (a) [Each][The] Guarantor agrees will not to assert exercise any rightrights which it may have acquired by way of subrogation under this Subsidiary Guaranty Agreement, claim or cause of action including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise against the Borrower arising out of or by reason of this Guaranty or the obligations hereunder including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Subsidiary Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been fully indefeasibly paid in full in cash. (b) [Each][The] Guarantor hereby subordinates the payment of all Indebtedness and satisfied other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all commitments of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to lend the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of [any][the] Guarantor under this Subsidiary Guaranty Agreement. (c) If any amount or other payment is made to or accepted by [any][the] Guarantor in violation of any of the Credit Agreement preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject paid to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such Guarantor for the benefit of creditors or any other action or proceedingof, Guarantor waives any rights it may have and held in or trust for the benefit of, the holders and shall be paid over to the foregoing.holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Subsidiary Guaranty Agreement. (d) [Each][The] Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Subsidiary Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits. (e) [Each][The] Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any guarantor that has not paid its

Subrogation and Subordination. The Guarantor agrees not to assert Upon payment by any rightGrantor of any Secured Obligations, claim all rights of such Grantor against the Company or cause any other Grantor arising as a result thereof by way of action includingright of subrogation, without limitation, a claim for subrogationcontribution, reimbursement, indemnification indemnity or otherwise against the Borrower arising out of or by reason of this Guaranty or the obligations hereunder including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid shall in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall respects be subordinate and subject junior in right of payment to the prior paymenttermination of the aggregate Commitments and payment in full of all Secured Obligations (other than (i) contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Secured Hedge Agreements, Secured Letters of Credit and Secured Cash Management Obligations to the extent not currently due). If any amount shall be paid to the Company or any other Grantor in contravention of the foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Company or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in fullaccordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Company) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all principal and interestof the Grantors. As of any date of determination, all reasonable costs the “Allocable Amount” of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing each Grantor shall be equal to the Borrower maximum amount of liability for Accommodation Payments which may arise either with respect to or could be asserted against such Grantor hereunder and under the Credit Agreement or any other Facility Document. Notwithstanding any right without (a) rendering such Grantor “insolvent” within the meaning of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests Section 101 (if any31) of the GuarantorBankruptcy Code, whether now or hereafter arising or howsoever existing, in any assets Section 2 of the Borrower Uniform Fraudulent Transfer Act (whether constituting part of any security “UFTA”) or collateral which may be given to the Lender to secure payment Section 2 of the Guaranteed Obligations Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or otherwise) shall be and hereby are subordinated to assets, within the rights meaning of Section 548 of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such assetBankruptcy Code, whether by judicial action or otherwise, unless and until all Section 4 of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all UFTA, or any part Section 5 of the assets UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the BorrowerBankruptcy Code or Section 4 of the UFTA, or the proceeds thereof, are subject to any distribution, division or application to the creditors Section 5 of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingUFCA.

Subrogation and Subordination. The Performance Guarantor hereby agrees with the Administrative Agent (for the benefit of the Indemnified Parties) that it shall not to exercise or assert any rightrights that it may now have or hereafter acquire against the Guaranteed Party that arise from the existence, claim payment, performance or cause enforcement of action the Performance Guarantor’s obligations under this Agreement or any other Transaction Document, including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification or otherwise any right to participate in any claim or remedy of any Indemnified Party against the Borrower arising out of Guaranteed Party or by reason of this Guaranty any asset or the obligations hereunder 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 Guaranteed Party, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or securing security on account of such claim, remedy or purchasing right, unless and until all amounts payable under this Agreement shall have been paid in full and the Final Date shall have occurred. The payment of any amounts due with respect to any indebtedness of the Guaranteed Party now or hereafter owed to the Performance Guarantor that arise from the existence, payment, performance or enforcement of the Performance Guarantor’s obligations under this Agreement or any other Transaction Document is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. The Performance Guarantor hereby agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments Obligations, it will not demand, xxx for or otherwise attempt to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that collect any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part such indebtedness of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment Party to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Performance Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied performed in full. If any amount shall be paid to the Performance Guarantor in violation of the preceding sentence at any time prior to the later of (i) the payment in full of the Guaranteed Obligations and all commitments other amounts payable under this Agreement and all amounts payable to lend the Indemnified Parties under the Credit Agreement have been terminated. If all or any part of Transaction Documents and (ii) the assets of the BorrowerFinal Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors the Indemnified Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or any other action or proceedingunmatured, Guarantor waives any rights it may have in accordance with the terms of the Transaction Documents or to be held by the foregoingAdministrative Agent as collateral security for any Guaranteed Obligations payable under this Agreement thereafter arising.

Subrogation and Subordination. The Guarantor agrees not to assert Upon payment by any rightGrantor of any Secured Obligations, claim all rights of such Grantor against the Company or cause any other Grantor arising as a result thereof by way of action includingright of subrogation, without limitation, a claim for subrogationcontribution, reimbursement, indemnification indemnity or otherwise against the Borrower arising out of or by reason of this Guaranty or the obligations hereunder including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid shall in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall respects be subordinate and subject junior in right of payment to the prior paymentsatisfaction the termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (i) contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Secured Hedge Agreements, Secured Letters of Credit and Secured Cash Management Obligations to the extent not currently due). If any amount shall be paid to the Company or any other Grantor in contravention of the foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Company or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in fullaccordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Company) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all principal and interestof the Grantors. As of any date of determination, all reasonable costs the “Allocable Amount” of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing each Grantor shall be equal to the Borrower maximum amount of liability for Accommodation Payments which may arise either with respect to or could be asserted against such Grantor hereunder and under the Credit Agreement or any other Facility Document. Notwithstanding any right without (a) rendering such Grantor “insolvent” within the meaning of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests Section 101 (if any31) of the GuarantorBankruptcy Code, whether now or hereafter arising or howsoever existing, in any assets Section 2 of the Borrower Uniform Fraudulent Transfer Act (whether constituting part of any security “UFTA”) or collateral which may be given to the Lender to secure payment Section 2 of the Guaranteed Obligations Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or otherwise) shall be and hereby are subordinated to assets, within the rights meaning of Section 548 of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such assetBankruptcy Code, whether by judicial action or otherwise, unless and until all Section 4 of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all UFTA, or any part Section 5 of the assets UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the BorrowerBankruptcy Code or Section 4 of the UFTA, or the proceeds thereof, are subject to any distribution, division or application to the creditors Section 5 of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingUFCA.

Subrogation and Subordination. The (a) Notwithstanding any reference to subrogation contained herein to the contrary, each Guarantor agrees not to assert hereby irrevocably waives any right, claim or cause other rights which it may have or hereafter acquire against Company or any other Obligor that arise from the existence, payment, performance or enforcement of action such Guarantor's obligations under this Guaranty, including, without limitation, a claim for any right of subrogation, reimbursement, indemnification exoneration, contribution, indemnification, any right to participate in any claim or otherwise remedy of any Lender or Administrative Lender against the Borrower arising out of Company, any Guarantor or by reason of this Guaranty any other Obligor or the obligations hereunder includingany collateral which any Lender or Administrative Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including without limitation, the right to take or receive from Company, any Guarantor or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim or purchasing of other rights. If any amount shall be paid to any Guarantor in violation of the Guaranteed Obligations by preceding sentence and the Guarantor unless and until the Guaranteed Obligations are Obligation shall not have been paid in full full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and all commitments held in trust for the benefit of, Lenders, and shall forthwith be paid to lend under Administrative Lender to be credited and applied upon the Obligation, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees and that any and all claims the waiver set forth in this PARAGRAPH 4(a) is knowingly made in contemplation of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingbenefit.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all of the Guaranteed Obligations (other than contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been fully paid and satisfied in full in cash, all Hedging Arrangements with Swap Counterparties have been terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all commitments to lend under Commitments shall have terminated (such date being the Credit Agreement have been terminated"Termination Date"). If all or any part amount shall be paid to a Guarantor in violation of the assets of preceding sentence at any time prior to or on the BorrowerTermination Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoing.Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Exhibit B – Form of Guaranty Agreement NY\6271324.2

Subrogation and Subordination. 7.1 Subrogation The Guarantor hereby unconditionally and irrevocably agrees not to assert exercise any rightrights that it may now have or hereafter acquire against the Borrower, claim any other Guarantor or cause Security Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of action such Guarantor's Liabilities under or in respect of this Guarantee and Indemnity or under any other Finance Document, including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Security Party against the Borrower arising out of Borrower, any other Guarantor, any other Security Party or by reason of this Guaranty any other insider guarantor or the obligations hereunder 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, any other Guarantor, any other Security Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim, remedy or purchasing of any of the Guaranteed Obligations by the Guarantor right, unless and until all of the Guaranteed Obligations are Guarantor's Liabilities and all other amounts payable under this Guarantee and Indemnity shall have been paid in full in cash and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guarantor's Liabilities and all commitments to lend other amounts payable under this Guarantee and Indemnity and (b) the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any Period, such amount shall be received and all claims held in trust for the benefit of the Security Agent on behalf of the Finance Parties, shall be segregated from other property and funds of the Guarantor against and shall forthwith be paid or delivered to the Borrower Security Agent in the same form as so received (with any necessary endorsement or any assignment) to be credited and applied to the Guarantor's Liabilities and all other amounts payable under this Guarantee and Indemnity, whether matured or unmatured, in accordance with the terms of the BorrowerFinance Documents, or to be held as Collateral for any Guarantor's subsidiaries, Liabilities or other amounts payable under this Guarantee and Indemnity thereafter arising. If (i) the Guarantor shall make payment to the Security Agent on behalf of any endorser or any other guarantor Security Party of all or any part of the Guaranteed ObligationsGuarantor's Liabilities, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of (ii) all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be 's Liabilities and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless all other amounts payable under this Guarantee and until all of the Guaranteed Obligations Indemnity shall have been fully paid in full in cash and satisfied and all commitments to lend under (iii) the Credit Agreement Facility Period shall have been terminated. If all or any part occurred, the Security Agent on behalf of the assets of Security Parties will, at the BorrowerGuarantor's request and expense, or the proceeds thereof, are subject to any distribution, division or application execute and deliver to the creditors of Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the Borrower, whether partial, complete, voluntary or involuntary, and whether transfer by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or subrogation to the foregoing.Guarantor of an interest in the Guarantor's Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantee and Indemnity. For the purpose of this Clause 7.1, "

Subrogation and Subordination. The Until the indefeasible payment in full of the Guaranteed Obligations, the termination of the Commitments under the Loan Agreement and the cancellation of all outstanding Letters of Credit, each Guarantor agrees not to assert hereby waives any rightclaim, claim right or cause of action includingremedy, without limitationdirect or indirect, a claim for subrogation, reimbursement, indemnification that such Guarantor now has or otherwise may hereafter have against the Borrower arising out of or by reason of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitationlimitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the payment Borrower, (b) any right to enforce, or securing to participate in, any claim, right or purchasing of any of remedy that the Guaranteed Obligations by Agent or the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement Banks now have or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor may hereafter have against the Borrower or any of the Borrower's subsidiariesother guarantor, and (c) any benefit of, and any right to participate in, any endorser collateral or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising held by the Agent or howsoever existingthe Banks. In addition, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully indefeasibly paid and satisfied in full, the Commitments shall have terminated and all commitments outstanding Letters of Credit shall have been cancelled, each Guarantor shall withhold exercise of any right of contribution that such Guarantor may have against any other guarantor of the Guaranteed Obligations under Section 3 hereof or at law or in equity or otherwise. Each Guarantor further agrees that, to lend the extent the waiver 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, such rights of subrogation, reimbursement or indemnification that such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights that the Agent and the Banks may have against the Borrower, to all right, title and interest the Agent or the Banks may have in any such collateral or security, and to any right the Agent or the Banks may have against such other guarantor. The Agent or the Banks may use, sell or dispose of any items of collateral or security as they see fit without regard to any subrogation rights arising out of this Guaranty that any Guarantor may have and, upon any such disposition or sale, any rights of subrogation that any Guarantor may have shall, with respect to the collateral disposed of, terminate. If any amount shall be paid to any Guarantor on account of subrogation rights at any time when all Guaranteed Obligations shall not have been paid in full in cash or the Commitments under the Credit Loan Agreement shall not have been terminated. If all , or any part Letters of Credit shall remain outstanding, such amount shall be held in trust for the Agent, on behalf of the assets of the BorrowerBanks, or the proceeds thereof, are subject to any distribution, division or application and shall forthwith be paid over to the creditors of the BorrowerAgent, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors the Banks, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement, the Notes or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingapplicable Collateral Document.

Subrogation and Subordination. The (a) No Guarantor agrees not will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to assert the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any rightother Credit Document, claim or cause of action including, without limitation, a claim for any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of any Secured Party against the Borrower arising out of or by reason of this Guaranty any other Person, whether or the obligations hereunder not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the payment right to take or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against receive from the Borrower or any of the Borrower's subsidiariesother Person, any endorser directly or indirectly, in cash or other property or by set-off or in any other guarantor manner, payment or security on account of all such claim, remedy or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwiseright, unless and until all such time at which each of the following events shall have occurred at or prior to such time: (a) the termination of the Commitments, (b) the termination or expiration of all Letters of Credit (other than Letters of Credit with respect to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been made), (c) the termination of all Hedging Arrangements with the Swap Counterparties (other than Hedging Arrangements with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty and the respective Credit Party have been made), and (d) the indefeasible payment in full in cash of all Guaranteed Obligations shall (other than (i) obligations under any Hedging Arrangements with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the respective Credit Party have been fully paid made and satisfied (ii) indemnity obligations and all commitments to lend under similar obligations that survive the termination of this Guaranty for which no notice of a claim has been received by the respective Credit Agreement have been terminatedParty) (such date being the "Termination Date"). If all or any part amount shall be paid to a Guarantor in violation of the assets of preceding sentence at any time prior to or on the BorrowerTermination Date, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such amount shall be held in trust for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or the Secured Parties and shall forthwith be paid to the foregoingAdministrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. The (a) Notwithstanding any reference to subrogation contained herein to the contrary, the Guarantor hereby agrees that, until the Obligations have been paid in full to Prudential, the Banks, the Co-Administrative Agent and the Administrative Agent, except as provided in Section 5.10 of the Amended Credit Agreement, the Guarantor shall not be entitled to assert enforce, pursue or exercise any right, claim or cause other rights which it may have or hereafter acquire against the Borrower or under any other Guarantee of action any of the Obligations, that arise from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guarantee, including, without limitation, a claim for any right of subrogation, reimbursement, indemnification exoneration, contribution, indemnification, any right to participate in any claim or otherwise remedy of Prudential, any Bank, the Co-Administrative Agent or the Administrative Agent against the Borrower arising out or in any collateral which any of them now has or by reason of this Guaranty hereafter acquires, whether or the obligations hereunder includingnot such claim, remedy or right arises in equity, or under contract, statute or common law, including without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments right to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all 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 or other rights, xxxns and security interests (if any) . If any amount shall be paid to the Guarantor in violation of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be preceding sentence and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall not have been fully paid and satisfied and all commitments in full, such amount shall be deemed to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application paid to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment Guarantor for the benefit of creditors or any other action or proceedingof, Guarantor waives any rights it may have and held in or trust for the benefit of, Prudential, the Banks, the Co-Administrative Agent and the Administrative Agent, and shall forthwith be paid to the foregoingCo-Administrative Agent and Prudential, in the proportions provided for in this Guarantee, to be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of the Amended Credit Agreement and the Prudential Documents, as the case may be.

Subrogation and Subordination. The (a) Each Guarantor agrees will not to assert exercise any right, claim or cause rights which it may have acquired by way of action including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise against the Borrower arising out of or by reason of subrogation under this Guaranty or the obligations hereunder includingAgreement, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Guarantor unless and until the Guaranteed Obligations are paid in full and all commitments to lend under the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees that any and all claims of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been fully indefeasibly paid in full in cash. (b) Each Guarantor hereby subordinates the payment of all Indebtedness and satisfied other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all commitments of the Guaranteed Obligations. If the Required Holders so request during the existence of any Default or Event of Default, any such Indebtedness or other obligations shall be enforced and performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to lend the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Guarantor under this Guaranty Agreement. (c) If any amount or other payment is made to or accepted by any Guarantor in violation of any of the Credit Agreement preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject paid to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment such Guarantor for the benefit of creditors or any other action or proceedingof, Guarantor waives any rights it may have and held in or trust for the benefit of, the holders and shall be paid over to the foregoing.holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement. (d) Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits. (e) Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 5(e) shall -5- \\DC - 047743/000003 - 12151411 v6

Subrogation and Subordination. The (a) Notwithstanding any reference to subrogation contained herein to the contrary, Guarantor agrees not to assert hereby irrevocably waives any right, claim or cause other rights which it may have or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of action Guarantor's obligations under this Guaranty, including, without limitation, a claim for any right of subrogation, reimbursement, indemnification exoneration, contribution, indemnification, any right to participate in any claim or otherwise remedy of any Lender against the Borrower arising out of Company or by reason of this Guaranty any collateral which any Lender now has or the obligations hereunder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statutes or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or securing security on account of such claim or purchasing other rights until the Obligation shall have been paid indefeasibly in full in cash and no commitments of any Lender remain outstanding; and thereafter Guarantor will be subrogated to the position of the Guaranteed Obligations Lenders to the extent of the payments made by Guarantor. If any amount shall be paid to Guarantor in violation of the Guarantor unless immediately preceding sentence and until the Guaranteed Obligations are Obligation shall not have been paid indefeasibly in full in cash or any commitment of any Lender shall remain outstanding, such amount shall be deemed to have been paid to Guarantor for the benefit of, and all commitments held in trust for the benefit of, the Lenders, and shall forthwith be paid to lend under the Administrative Agent to be credited and applied upon the Obligation, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement or relevant Facility Document are terminated. The Guarantor agrees and that any and all claims the waiver set forth in this Paragraph 4(a) is knowingly made in contemplation of the Guarantor against the Borrower or any of the Borrower's subsidiaries, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expenses) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend under the Credit Agreement have been terminated. If all or any part of the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingbenefits.

Subrogation and Subordination. The (a) No Guarantor agrees not to assert will exercise any rightrights that it may now or hereafter acquire against Buyer that arise from the existence, claim payment, performance or cause enforcement of action includingany Guarantor's obligations under this Guarantee or any other Security Document, without limitation, a claim for including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or otherwise remedy of HAL Antillen against Buyer or any other Guarantor or any Pledged Collateral, whether or not such claim, remedy or right arises in equity or under Law, including the Borrower arising out of right to take or receive from Buyer or any other insider guarantor, directly or indirectly, in cash or other property or by reason of this Guaranty set-off or the obligations hereunder includingin any other manner, without limitation, the payment or securing security on account of such claim, remedy or purchasing of any of the Guaranteed Obligations by the Guarantor right, unless and until all of the Guaranteed Obligations are and all other amounts payable under the Security Documents have been paid in full and all commitments in cash. If any amount is paid to lend under the Credit Agreement or relevant Facility Document are terminated. The any Guarantor agrees that any and all claims in violation of the Guarantor against the Borrower or any preceding sentence in respect of the Borrower's subsidiaries, any endorser Obligations or any other guarantor amount payable under the Security Documents at any time prior to the payment in full in cash of the Obligations and all other amounts payable under the Security Documents, then such amount will be held in trust for the benefit of HAL Antillen and will forthwith be paid to HAL Antillen to be credited and promptly applied to the Obligations and all other amounts payable under the Security Documents, whether matured or unmatured, in accordance with the terms of the Security Documents, or, if none are then due, to be held by HAL Antillen as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising and promptly applied. If (i) any Guarantor makes any payment to HAL Antillen of all or any part of the Guaranteed Obligations, or against any of their respective properties, shall be subordinate Obligations and subject in right of payment to the prior payment, in full, of all principal and interest, all reasonable costs of collection (including reasonable attorneys' and paralegals' fees and expensesii) and any other liabilities or obligations owing to the Borrower which may arise either with respect to or under the Credit Agreement or any other Facility Document. Notwithstanding any right of the Guarantor to ask, demand, sue for, take or receive any payment from the Borrower, all rights, xxxns and security interests (if any) of the Guarantor, whether now or hereafter arising or howsoever existing, in any assets of the Borrower (whether constituting part of any security or collateral which may be given to the Lender to secure payment of the Guaranteed Obligations or otherwise) shall be and hereby are subordinated to the rights of the Lender in those assets. The Guarantor shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all commitments to lend other amounts payable under the Credit Agreement have been terminated. If all Security Documents are paid in full in cash, HAL Antillen will, at such Guarantor's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or any part warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the assets of the Borrower, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Borrower, whether partial, complete, voluntary or involuntary, and whether Obligations resulting from such payment by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, Guarantor waives any rights it may have in or to the foregoingsuch Guarantor.