Common use of Subrogation Clause in Contracts

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off set‑off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsCommitments, such amount shall be received and held in trust for the benefit of the Lender PartiesAdministrative Agent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to the Administrative Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, cash and (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan US Debt Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or cash (other than contingent indemnification obligations as to which no claim has been terminated asserted) and the Commitments shall have expired expiration or been terminatedtermination of all Commitments. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest termination of (a) the Commitments and the payment in full in cash of the Guaranteed Obligations and all (other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsthan contingent indemnification obligations as to which no claim has been asserted), such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Loan Secured Documents, or to be held as Collateral for any Guaranteed Obligations thereafter arising. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, Obligations or (ii) the Commitments shall have been terminated and all of the Guaranteed Obligations and all (other amounts payable under this Guaranty shall have than contingent indemnification obligations as to which no claim has been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedasserted), the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warrantywarranty of any kind (either express or implied), necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor of some or all of the Guaranteed Obligations or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 applicable Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the applicable Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty by such Guarantor, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any applicable Guaranteed Obligations or other amounts payable under this Guaranty by such Guarantor thereafter arising. If (i) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the applicable Guaranteed Obligations, (ii) all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty by such Guarantor shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) ), all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the applicable Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party Bank against the Borrower, any other Loan Party Borrower or any other insider guarantor or any collateralguarantor, 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 Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsMaturity Date, such amount shall be received and held in trust for the benefit of the Lender PartiesBanks, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan DocumentsDocuments or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Party Bank of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Banks will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination latest maturity date in whole respect of the Commitments Facilities outstanding from time to time and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent Agents in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination latest maturity date in whole respect of the Commitments Facilities outstanding from time to time shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor The Company hereby unconditionally and irrevocably agrees until the later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and the last-occurring Termination Date not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantorthe Company’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any Borrower or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated cash and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementslast-occurring Termination Date, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor the Company and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documentsthis Agreement and any Notes, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor the Company shall make payment to the Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments last-occurring Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantorthe Company’s request and expense, execute and deliver to such Guarantor the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Company of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor the Company pursuant to this Guaranty.

Subrogation. Each The Guarantor hereby unconditionally and irrevocably agrees will not to exercise any rights right that it may now have or hereafter acquire against the Borrower, any other Loan Party Counterparty that arise from the existence, payment, performance or enforcement of such the Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party Beneficiary against the Borrower, any other Loan Party or any other insider guarantor Counterparty or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyCounterparty, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations obligations of Counterparty under the Agreement and all other amounts payable under this Guaranty shall have been performed or paid in full in cash, all Guaranteed Hedge Agreements shall have expired cash (and not subject to disgorgement in bankruptcy or been terminated and the Commitments shall have expired or been terminatedotherwise). If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, Guarantor shall hold such amount shall be received and held in trust as agent for the benefit of the Lender PartiesBeneficiary, shall be segregated from other property and funds of such Guarantor and which amount shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) Beneficiary to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan DocumentsAgreement, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any the Guarantor shall make payment to any Lender Party Beneficiary of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been be paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties Beneficiary will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warrantywarranty by Beneficiary, necessary of all of Beneficiary’s rights and benefits under the Agreement. In the event Guarantor performs part or all of Counterparty's obligations, Guarantor shall be entitled to evidence Counterparty's rights and benefits under the transfer by subrogation Agreement and shall be subrogated to Counterparty's rights to Beneficiary with respect to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made Counterparty’s obligations so performed by such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Guaranteed Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedTermination Date. 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 Guaranteed Obligations and all other amounts payable under this GuarantyTermination Date, (b) the termination in whole of the Commitments Latest Maturity Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit or other provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the such Guarantor’s Guaranteed Obligations and all other amounts payable by it under this GuarantyArticle 10, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of such Guarantor’s Guaranteed Obligations or other amounts payable by it under this Article 10 thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article 10 shall have been paid in full in cash, (iiiii) the termination in whole of the Commitments Latest Maturity Date shall have occurred and (iviii) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminatedterminated or other provision therefor in full shall have been made in a manner reasonably satisfactory to the L/C Issuer, the Administrative Agent and the other Lender Parties Lenders will, at such any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyArticle 10.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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 Subject to the preceding provision of this Section 5, it is the intent of the parties that each Guarantor shall have rights of subrogation in respect hereof, and if (i) any Guarantor shall make payment to any Lender Party the Agent of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s its Obligations under this Guaranty or in respect of this Guaranty, this Agreement or under any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender other Secured Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, 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, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed of the Letters of Credit and all Secured Hedge Agreements shall have expired or been terminated 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 all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Letters of Credit and all Secured Hedge Agreements, and (c) the Termination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from Administrative Agent and the other property and funds of such Guarantor Secured Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole all Letters of the Commitments shall have occurred Credit and (iv) all Guaranteed Secured Hedge Agreements shall have expired or been terminated, and (iv) the Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such the payment made by such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralguarantor, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been terminated, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Letters of Credit and all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Letters of Credit and all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Letters of Credit shall have expired or been terminated, all Secured Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Letters of Credit and all Secured Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Letters of Credit and all Secured Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s Obligations liabilities or obligations under or in respect of this Guaranty, this Guarantee Agreement or any other Loan Credit Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the BorrowerCompany, any other Loan Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the BorrowerCompany, any other Loan PartyParty or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee Agreement shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit and all Lender Rate Contracts shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyGuarantee Agreement, (b) the termination in whole of the Commitments applicable Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit and all Lender Rate Contracts, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such the Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyGuarantee Agreement, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guarantee Agreement thereafter arising. If (i) any the Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee Agreement shall have been indefeasibly paid in full in cash, (iii) the termination in whole of the Commitments applicable Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit and all Lender Rate Contracts shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such the Guarantor pursuant to this GuarantyGuarantee Agreement.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Credit Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such each Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Facility Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Agent or any Lender Secured Party against the any Borrower, any other Loan Credit Party or any other insider guarantor or any collateralCollateral, 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 any Borrower, any other Loan PartyCredit 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 security on account of such claim, remedy or right, unless and until Full Payment of all of the Guaranteed Obligations (other than contingent indemnification obligations) and all other amounts payable under this Facility Guaranty shall have been paid in full in cashoccurred, all Guaranteed Hedge Agreements Letters of Credit and all Bank Product Debt shall have expired or been terminated or Cash Collateralized and the Commitments shall have expired or been terminated. If any amount shall be paid to any each Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash Full Payment of the Guaranteed Obligations and all other amounts payable under this Facility Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such each Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Facility Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Facility Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all and Full Payment of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashoccur, (iii) then the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Facility Guaranty.

Subrogation. Each Upon the making by any Guarantor hereby unconditionally and irrevocably agrees of any payment hereunder for the account of another Loan Party, such Guarantor shall be subrogated to the rights of the payee against such Loan Party; provided, however, that such Guarantor shall not to exercise enforce any rights that it may now have right or hereafter acquire against the Borrower, receive any other Loan Party that arise from the existence, payment, performance payment by way of subrogation or enforcement of such Guarantor’s Obligations under or otherwise take any action in respect of any other claim or cause of action such Guarantor may have against such Loan Party arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Guarantied Obligations and all other amounts payable under this Guaranty shall have been paid and performed in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedfull. If any amount shall be paid to any such Guarantor on account of or in violation respect of the immediately preceding sentence at any time prior to the latest such subrogation rights or other claims or causes of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsaction, such Guarantor shall hold such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor Guarantied Parties and shall forthwith be paid or delivered pay such amount to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this GuarantyGuarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent as collateral security for any Guarantied Obligations existing. Until the Guarantied Obligations have been repaid in full, each Guarantor hereby forever waives to the fullest extent possible any and all claims such Guarantor may have against any Loan Documents. If (i) Party arising out of any payment by such Guarantor shall make to the Administrative Agent and the Lenders of any of the obligations pursuant to this Guaranty, including, but not limited to, all such claims of such Guarantor arising out of any right of subrogation, indemnity, reimbursement, contribution, exoneration, payment to any Lender Party of all or any part other claim, cause of action, right or remedy against the Guaranteed ObligationsBorrower, (ii) all whether such claim arises at law, in equity, or out of any written or oral agreement between or among such Guarantor, the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired Borrower or been terminatedotherwise. The waivers set forth above are intended by each Guarantor, the Administrative Agent and the other Lender Parties willLenders to be for the benefit of each Loan Party, at and such Guarantor’s request and expensewaivers shall be enforceable by such Loan Party, execute and deliver or any of their successors or assigns, as an absolute defense to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made any action by such Guarantor pursuant against such Loan Party or the assets of such Loan Party, which action arises out of any payment by such Guarantor to this Guarantythe Administrative Agent or Lenders upon any of these obligations. The waivers set forth herein may not be revoked by any Guarantor without the prior written consent of the Administrative Agent and each Loan Party.

Subrogation. Each Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by any Secured Creditor, (i) no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of any Secured Creditor against Borrower or hereafter acquire against the Borrower, any other Loan Party that arise Guarantor or Grantor or any collateral security or guarantee or right of offset held by any Secured Creditor for the payment of the Borrower Obligations, (ii) no Guarantor shall seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance either Borrower or enforcement of such Guarantor’s Obligations under any other Guarantor or Grantor in respect of this Guarantypayments made by such Guarantor hereunder, this Agreement and (iii) each Guarantor hereby expressly and irrevocably waives any and all rights at law or any other Loan Document, including, without limitation, any right of in equity to subrogation, reimbursement, exoneration, contribution contribution, indemnification or indemnification set off and any right and all defenses available to participate in any claim or remedy of any Lender Party against the Borrowera surety, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectlyaccommodation co-obligor, in cash or other property or by set-off or in any other mannereach case, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Borrower Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedare Fully Satisfied. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the latest of (a) the payment in full in cash when all of the Guaranteed Borrower Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsshall not have been Fully Satisfied, such amount shall be received and held by such Guarantor in trust for the benefit of the Lender PartiesSecured Creditors, shall be segregated from other property and funds of such Guarantor Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Administrative Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly endorsed by such Guarantor to the Agent, if required), to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with such order as the terms of Agent may determine. Each Guarantor acknowledges and agrees that this waiver is intended to benefit the Loan Documents. If (i) any Guarantor Secured Creditors and shall make payment to any Lender Party of all not limit or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at otherwise affect such Guarantor’s request liability hereunder or the enforceability of this Section 2.03, and expensethat the Secured Creditors and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.03, execute and deliver to such Guarantor appropriate documentstheir rights under this Section 2.03, without recourse and without representation or warranty, necessary to evidence shall survive payment in full of the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyObligations.

Subrogation. Each Until the Guaranteed Obligations (other than contingent indemnification, tax gross up or expense reimbursement obligations) shall be satisfied in full and the Commitments shall be terminated, no Subsidiary Guarantor hereby unconditionally shall have, and irrevocably agrees not to exercise no Subsidiary Guarantor shall directly or indirectly exercise, (a) any rights that it may now have acquire by way of subrogation under this Guaranty, by any payment hereunder or hereafter acquire against the Borrowerotherwise, (b) any other Loan Party that arise from the existencerights of contribution, paymentindemnification, performance reimbursement or enforcement of such Guarantor’s Obligations under or in respect similar suretyship claims arising out of this Guaranty, this Agreement or (c) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of any Guaranteed Party as against the Borrowers or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution Subsidiary Guarantor or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectlywhether in connection with this Guaranty, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired Loan Documents or been terminated and the Commitments shall have expired or been terminatedotherwise. If any amount shall be paid to any Subsidiary Guarantor in violation on account of the immediately preceding sentence foregoing rights at any time prior to the latest of (a) the payment in full in cash of when all the Guaranteed Obligations and all (other amounts payable under this Guarantythan contingent indemnification, (btax gross up or expense reimbursement obligations) the termination shall not have been paid in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsfull, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor Guaranteed Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make Upon the indefeasible payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of all Commitments, each Subsidiary Guarantor shall be subrogated to the rights of the Commitments Guaranteed Parties against the Borrowers to the extent otherwise permitted by law; provided, that, such subrogation shall have occurred and not (ivi) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without constitute a representation or warranty, necessary express or implied, by any Guaranteed Party as to evidence the transfer by subrogation enforceability or collectibility of any obligations of the Borrowers under the Loan Documents or as to the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document; (ii) grant to such Subsidiary Guarantor any right of an interest recourse against any Guaranteed Party in respect thereof; (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with such Subsidiary Guarantor in the protection, preservation or enforcement of any rights such Subsidiary Guarantor may have against any Borrower or any other Loan Party; (iv) impair any Guaranteed Obligations resulting Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against any Borrower or otherwise impair or affect any of the waivers or consents contained herein; or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against any Borrower; provided, further, that, each Subsidiary Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such payment made by such Guarantor pursuant to this Guarantyright of subrogation.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party Party, or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Guaranteed Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralcollateral for the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedTermination Date. 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender Guaranteed Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) , or to be held as collateral for any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all or other amounts payable under this Guaranty thereafter arising. If the Termination Date shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties will, at such Guarantorthe Company’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off set‑off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Administrative Agent and the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to the Administrative Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations liabilities or obligations under or in respect of this Guaranty, this Guarantee Agreement or any other Loan Credit Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the BorrowerCompany, any other Loan Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the BorrowerCompany, any other Loan PartyParty or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee Agreement shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit and all Lender Rate Contracts shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyGuarantee Agreement, (b) the termination in whole of the Commitments applicable Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit and all Lender Rate Contracts, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyGuarantee Agreement, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guarantee Agreement thereafter arising. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee Agreement shall have been indefeasibly paid in full in cash, (iii) the termination in whole of the Commitments applicable Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit and all Lender Rate Contracts shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyGuarantee Agreement.

Subrogation. Each Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the Purchaser, (i) no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have or hereafter acquire of the Purchaser against the Borrower, Seller or any other Loan Party that arise Guarantor or Grantor or any collateral security or guarantee or right of offset held by the Purchaser for the payment of the Secured Obligations, (ii) no Guarantor shall seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance Seller or enforcement of such Guarantor’s Obligations under any other Guarantor or Grantor in respect of this Guarantypayments made by such Guarantor hereunder, this Agreement and (iii) each Guarantor hereby expressly and irrevocably waives any and all rights at law or any other Loan Document, including, without limitation, any right of in equity to subrogation, reimbursement, exoneration, contribution contribution, indemnification or indemnification set off and any right and all defenses available to participate in any claim or remedy of any Lender Party against the Borrowera surety, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectlyaccommodation co-obligor, in cash or other property or by set-off or in any other mannereach case, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Secured Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedare Fully Satisfied. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the latest of (a) the payment in full in cash when all of the Guaranteed Secured Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsshall not have been Fully Satisfied, such amount shall be received and held by such Guarantor in trust for the benefit of Purchaser, and shall, forthwith upon receipt by such Guarantor, be turned over to the Lender Parties, shall be segregated from other property and funds of Purchaser in the exact form received by such Guarantor and shall forthwith be paid or delivered (duly endorsed by such Guarantor to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) Purchaser, if required), to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this GuarantySecured Obligations, whether matured or unmatured, in accordance with such order as the terms of Purchaser may determine. Each Guarantor acknowledges and agrees that this waiver is intended to benefit the Loan Documents. If (i) any Guarantor Purchaser and shall make payment to any Lender Party of all not limit or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at otherwise affect such Guarantor’s request liability hereunder or the enforceability of this Section 2.03, and expensethat the Purchaser and its successors and assigns are intended third-party beneficiaries of the waivers and agreements set forth in this Section 2.03, execute and deliver to such Guarantor appropriate documentsits rights under this Section 2.03, without recourse and without representation or warranty, necessary to evidence shall survive payment in full of the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyObligations.

Subrogation. Each Guarantor Until payment in full to the Senior Parties of the Senior Debt and the Credit Agreement has been terminated, the Trustee, for itself and on behalf of each other Subordinate Party, hereby unconditionally and irrevocably agrees not to exercise waives any claim or other rights that it which the Subordinate Parties may now have or may hereafter acquire against the Borrower, Borrower or any other Loan Party of its Subsidiaries that arise from the existence, payment, performance or enforcement of such Guarantorthe Borrower’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Documentof its Subsidiaries’ obligations under the Subordinate Debt, including, without limitation, including any right of subrogation, reimbursement, exonerationexoneration or indemnification, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party the Senior Parties against the Borrower, any other Loan Party Borrower or any other insider guarantor of its Subsidiaries which any Senior Party now has or any collateralhereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, Borrower or any other Loan Partyof its Subsidiaries, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or of security on account of such claim, remedy claim or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedrights. If any amount shall be paid to any Guarantor Subordinate Party in violation of the immediately preceding sentence at any time prior to and the latest of (a) the payment in full Senior Debt shall not have been paid in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsfull, such amount shall be received deemed to have been paid to such Subordinate Party for the benefit of, and held in trust for the benefit of the Lender Senior Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this GuarantySenior Debt, whether matured or unmatured, in accordance with the terms . The Borrower and each of its Subsidiaries and each of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party Subordinate Parties acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this paragraph is knowingly made in contemplation of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guarantybenefits.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Secured Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashcash (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the expiration or termination of all Guaranteed Hedge Agreements shall Letters of Credit (other than Letters of Credit which have expired or been terminated Cash Collateralized) and the Commitments shall have expired expiration or been terminatedtermination of the Aggregate Commitments. 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 Guaranteed Obligations and all other amounts (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) payable under this Guaranty, (b) the expiration or termination in whole of the Aggregate Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit (other than Letters of Credit which have been Cash Collateralized), such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Secured Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) payable under this Guaranty shall have been paid in full in cash, (ii) the Aggregate Commitments have expired or been terminated and (iii) the termination in whole all Letters of the Commitments shall Credit (other than Letters of Credit which have occurred and (ivbeen Cash Collateralized) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Borrower and each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s its Obligations under this Guaranty or in respect of this Guaranty, this Agreement or under any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender other Secured Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, 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, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed of the Letters of Credit shall have expired or been terminated without any pending drawing thereon, all Secured Hedge Agreements shall have expired or been terminated terminated, and the Commitments shall have expired or been terminated. If any amount shall be paid to any Borrower or 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 all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Letters of Credit (without any pending drawing thereon) and all Secured Hedge Agreements, and (c) the Facility Termination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from Administrative Agent and the other property and funds of such Guarantor Secured Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Borrower or any Guarantor shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole all Letters of the Commitments shall have occurred Credit and (iv) all Guaranteed Secured Hedge Agreements shall have expired or been terminated, and (iv) the Facility Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at such Borrower or such Guarantor’s request and expense, execute and deliver to such Borrower or such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to such Borrower or such Guarantor of an interest in the Guaranteed Obligations resulting from such the payment made by such Guarantor pursuant to this GuarantyBorrower or such Guarantor.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party Party, or any other guarantor that arise from the existence, payment, performance or enforcement of such GuarantorLoan Party’s Obligations obligations under or in respect of this Guaranty, this Agreement Guarantee or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party the Bank against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, any other Loan PartyParty or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee shall have been paid in full in cash, all Guaranteed Hedge Agreements no LOCs shall have expired or been terminated be outstanding and the Commitments Commitment of the Bank under the Facility Agreement shall have expired or been terminated. If any amount shall be paid to any either 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 Guaranteed Obligations and all other amounts payable under this GuarantyGuarantee, and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsFinal Expiration Date, such amount shall be received and held in trust for the benefit of the Lender PartiesBank, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent Bank in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyGuarantee, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any amounts payable under this Guarantee thereafter arising. If (i) any Guarantor shall make payment to any Lender Party the Bank of all or any part of the Guaranteed Obligationsamounts payable under this Guarantee, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee shall have been paid in full in cash, and (iii) the termination in whole of the Commitments Final Expiration Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Bank will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations obligations resulting from such payment made by such Guarantor pursuant to this GuarantyGuarantee.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the BorrowerCompany, any other Loan Party or any other insider guarantor of some or all of the Guaranteed Obligations or any collateralCollateral, 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 BorrowerCompany, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 applicable Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited credited’ and applied to the applicable Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty by such Guarantor, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any applicable Guaranteed Obligations or other amounts payable under this Guaranty by such Guarantor thereafter arising. If (i) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the applicable Guaranteed Obligations, (ii) all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty by such Guarantor shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the applicable Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor Account Party hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrowerany other Account Party, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations Account Party's obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party Bank against the Borrowerany other Account Party, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrowerany other Account Party, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements no Letters of Credit shall have expired or been terminated be outstanding and the Commitments commitments of the Banks hereunder shall have expired or been terminated. If any amount shall be paid to any Guarantor Account Party in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsExpiration Date, such amount shall be received and held in trust for the benefit of the Lender PartiesBanks, shall be segregated from other property and funds of such Guarantor Account Party and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any amounts payable under this Guaranty thereafter arising. If (i) any Guarantor Account Party shall make payment to any Lender Party Bank of all or any part of the Guaranteed Obligationsamounts payable under this Guaranty, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, and (iii) the termination in whole of the Commitments Expiration Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Banks will, at such Guarantor’s Account Party's request and expense, execute and deliver to such Guarantor Account Party appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Account Party of an interest in the Guaranteed Obligations obligations resulting from such payment made by such Guarantor Account Party pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, Borrower or any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender Party against the Borrower, Borrower or any other Loan Party or any other insider guarantor or any collateralParty, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, Borrower or any other Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender PartiesAdministrative Agent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to any Lender Party the Administrative Agent of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Secured Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the any Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 any Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed cash (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have expired been made), the expiration or termination of all Letters of Credit (other than Letters of Credit which have been terminated Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made) and the Commitments shall have expired expiration or been terminatedtermination of all Commitments. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Secured Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) the Aggregate Commitments shall have been terminated and all of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty shall have been paid in full in cash, cash and (iii) all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the termination in whole L/C Issuer that issued such Letters of the Commitments Credit shall have occurred and (ivbeen made) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warrantywarranty of any kind (either express or implied), necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations (other than unasserted contingent indemnification obligations) and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedMaturity Date has occurred, the Administrative Agent and the other Lender Parties or Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documentssuch documents as may be reasonably requested by such Grantor, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the BorrowerCompany, any other Loan Party or any other insider guarantor of some or all of the Guaranteed Obligations or any collateralCollateral, 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 BorrowerCompany, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 of (a) the payment in full in cash of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited credited’ and applied to the applicable Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty by such Guarantor, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any applicable Guaranteed Obligations or other amounts payable under this Guaranty by such Guarantor thereafter arising. If (i) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the applicable Guaranteed Obligations, (ii) all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty by such Guarantor shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the applicable Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor The Company hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any applicable Designated Borrower, or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Company Obligations under or in respect of this Guaranty, this Agreement Company Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the such Designated Borrower, any other Loan Party or any other insider guarantor or any collateralcollateral for the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the such Designated Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all the date (the “Termination Date”) which is the later of (a) the date of the Guaranteed Obligations termination of the Availability Period and all other amounts payable under this Guaranty shall have been paid (b) the date of the indefeasible payment in full of all the Obligations in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor the Company and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Company Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) , or to be held as collateral for any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all or other amounts payable under this Company Guaranty thereafter arising. If the Termination Date shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties will, at such Guarantorthe Company’s request and expense, execute and deliver to such Guarantor the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Company of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor the Company pursuant to this Company Guaranty.

Subrogation. Each Guarantor Party hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Borrower Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorGuarantor Party’s Guaranteed Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Borrower Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyBorrower 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 security on account of such claim, remedy or right, unless and until all of the such Guarantor Party’s Guaranteed Obligations and all other amounts payable under this Guaranty Article 7 shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated it being understood that payments in respect of inter-company advances exclusively among the Borrower Parties in the ordinary course of business are not prohibited under this Section 7.05 unless an Event of Default has occurred and the Commitments shall have expired or been terminatedis continuing. If any amount shall be paid to any Guarantor Party in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsArticle 7, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor Party and shall forthwith be paid or delivered to the Administrative Agent Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the such Guarantor Party’s Guaranteed Obligations and all other amounts payable by it under this GuarantyArticle 7, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of such Guarantor Party’s Guaranteed Obligations or other amounts payable by it under this Article 7 thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article 7 shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantorany Guarantor Party’s request and expense, execute and deliver to such Guarantor Party appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Party of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor Party pursuant to this GuarantyArticle 7.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, and all Guaranteed Secured Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Secured Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Secured Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan DocumentDocument or any Secured Hedge Agreement or any Secured Bank Product Agreement or any Secured Cash Management Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedaccordance with Section 1.02(b). If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty in accordance with Section 1.02(b), and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsMaturity Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan DocumentsDocuments or any Secured Hedge Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashaccordance with Section 1.02(b), and (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations 's obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby absolutely, unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Note Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Note Document, including, without limitation, except as provided in Section 1(c) above, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party Noteholder against the BorrowerCompany, any other Loan Note Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the BorrowerCompany, any other Loan PartyNote 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 security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, and (b) the termination in whole final maturity date of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsNotes, such amount shall be received and held in trust for the benefit of the Lender PartiesNoteholders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent Noteholders, pro rata, in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Note Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Party Noteholder of all or any part of the Guaranteed Obligations, and (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties Noteholders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Secured Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the any Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 any Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed cash (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have expired been made), the expiration or termination of all Letters of Credit (other than Letters of Credit which have been terminated Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made) and the Commitments shall have expired expiration or been terminatedtermination of all Commitments. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such the Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Secured Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any the Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) the Aggregate Commitments shall have been terminated and all of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty shall have been paid in full in cash, cash and (iii) all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the termination in whole L/C Issuer that issued such Letters of the Commitments Credit shall have occurred and (ivbeen made) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warrantywarranty of any kind (either express or implied), necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such the Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any other Borrower, or any other Loan Party insider guarantor that arise arises from the existence, payment, performance or enforcement of such the Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the BorrowerLender, any other Loan Party Issuing Bank or the Administrative Agent against any Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, any other Loan PartyBorrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Agreement shall have been paid in full in cash, all Guaranteed Hedge Agreements no Letters of Credit shall have expired or been terminated be outstanding and the Commitments of the Lenders hereunder shall have expired or been terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsFinal Expiry Date, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such the Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents, or to be held as collateral for any amounts payable under this Guaranty thereafter arising. If (i) any the Guarantor shall make payment to any Lender Party the Lenders, the Issuing Banks and the Administrative Agent of all or any part of the Guaranteed Obligationsamounts payable under this Guaranty, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, and (iii) the termination in whole of the Commitments Final Expiry Date shall have occurred occurred, the Lenders, the Issuing Banks and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations obligations resulting from such payment made by such the Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent, any Lender Party or any Hedge Bank against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesAdministrative Agent, the Lenders and the Hedge Banks, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to the Administrative Agent, any Lender Party or any Hedge Bank of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent Agent, the Lenders and the other Lender Parties Hedge Banks will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Designated Borrower, or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International of such Guarantor’s the Guaranteed Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party Designated Borrower or any other insider guarantor or any collateralcollateral for the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the such Designated Borrower, or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all the date (the “Termination Date”) which is the later of (a) the date of the Guaranteed Obligations termination of the Availability Period and all other amounts payable under this Guaranty shall have been paid (b) the date of the indefeasible payment in full of all the Obligations in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such Guarantor ▇▇▇▇▇▇▇- ▇▇▇▇▇▇ International and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) , or to be held as collateral for any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all or other amounts payable under this Guaranty thereafter arising. If the Termination Date shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties will, at such Guarantor▇▇▇▇▇▇▇-▇▇▇▇▇▇ International’s request and expense, execute and deliver to such Guarantor ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International pursuant to this Guaranty.

Subrogation. Each No Guarantor hereby unconditionally and irrevocably agrees not to will exercise any rights that it may now have or hereafter acquire against the Borrower, any Borrower or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party each Borrower or any other insider guarantor or any collateralCollateral, 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, each Borrower or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Bank Hedge Agreements shall have expired or been terminated 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 later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and the later of (bi) the termination in whole of the Commitments Termination Date and (cii) the latest date of expiration or termination of all Guaranteed Bank Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from Agent and the other property and funds of such Guarantor Secured Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to the Agent or any Lender other Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been be paid in full in cash, cash and (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Bank Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such any Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Notwithstanding any payment or payments made by any Guarantor hereunder, each Guarantor hereby unconditionally irrevocably waives, solely with respect to such payment or payments, any and irrevocably agrees not all rights of subrogation to exercise any the rights that it may now have or hereafter acquire of the Beneficiaries against the BorrowerCompany and, except to the extent otherwise provided in paragraph 11G, any other Loan Party that arise from the existence, payment, performance or enforcement and all rights of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogationcontribution, reimbursement, exonerationassignment, contribution indemnification or indemnification and implied contract or any right to participate in any claim or remedy of any Lender Party similar rights against the BorrowerCompany, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectly, in cash endorser or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party guarantor of all or any part of the Guaranteed Obligations, in each case until such time (iisubject to paragraph 11K below) as the Guaranteed Obligations have been paid in full in cash. In furtherance of the foregoing, for so long as any Guaranteed Obligations shall remain outstanding, no Guarantor shall take any action or commence any proceeding against the Company or any other guarantor of the Guaranteed Obligations (or any of their respective successor, transferees or assigns, whether in connection with a bankruptcy or insolvency proceeding or otherwise), to recover any amounts in respect of payments made under this Multiparty Guaranty to the Beneficiaries. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of such subrogation or other rights at any time when all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall not (subject to paragraph 11K below) have been paid in full in cash, (iii) such amount shall be held by such Guarantor in trust for the termination in whole Beneficiaries entitled thereto, segregated from other funds of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request , and expenseshall, execute and deliver forthwith upon receipt by such Guarantor, be turned over to such Beneficiaries (to be shared ratably based on the respective principal amounts outstanding of Notes held by such Beneficiaries) in the exact form received by such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer (duly endorsed by subrogation such Guarantor to such Guarantor of an interest in Beneficiary if required), to be applied against the Guaranteed Obligations resulting from of each of such payment made by Beneficiaries, whether matured or unmatured, in such Guarantor pursuant to this Guarantyorder as such Beneficiary may determine.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Lead Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement the Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any of the Administrative Agent or the Lender Party against the Lead Borrower, any other Loan Party or any other insider guarantor or any collateralguarantor, 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 Lead Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this the Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated cash and the Commitments shall have expired or been terminated; provided that each Guarantor may make any necessary filings solely to preserve its claims against the Lead Borrower, other Loan Party or other insider guarantor. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, the Guaranty and (b) the termination in whole of date on which the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsshall have been terminated in whole, such amount shall be received and held in trust for the benefit of the Lender PartiesAdministrative Agent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this the Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any of the Administrative Agent or the Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this the Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedterminated in whole, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsCommitments, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, and (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender other Secured Party against the BorrowerCompany, any other Loan Party Guarantor or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the BorrowerCompany, any other Loan PartyGuarantor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashcash (other than (i) contingent obligations for indemnity, all Guaranteed Hedge expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Other Secured Agreements shall have expired or been terminated to the extent not currently due) and the aggregate 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 later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty (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 Other Secured Agreements to the extent not currently due) and (b) the termination latest Maturity Date then in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementseffect, such amount shall be received and held in trust for the benefit of the Lender Administrative Agent and the other Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement, the other Loan DocumentsDocuments and the Other Secured Agreements. If (i) any Guarantor shall make payment to the Administrative Agent or any Lender other Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashcash (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 Other Secured Agreements to the extent not currently due) and (iii) the termination latest Maturity Date then in whole of the Commitments effect shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Secured Parties will, at such any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor The Company hereby unconditionally and irrevocably agrees until the later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and the Termination Date not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantorthe Company’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any Borrower or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated cash and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor the Company and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documentsthis Agreement and any Notes, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor the Company shall make payment to the Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantorthe Company’s request and expense, execute and deliver to such Guarantor the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Company of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor the Company pursuant to this Guaranty.

Subrogation. Each Until the Guaranteed Obligations (other than contingent indemnification, tax gross up or expense reimbursement obligations) shall be satisfied in full and the Commitments shall be terminated, the Guarantor hereby unconditionally shall not have, and irrevocably agrees the Guarantor shall not to exercise directly or indirectly exercise, (a) any rights that it may now have acquire by way of subrogation under this Guaranty, by any payment hereunder or hereafter acquire against the Borrowerotherwise, (b) any other Loan Party that arise from the existencerights of contribution, paymentindemnification, performance reimbursement or enforcement of such Guarantor’s Obligations under or in respect similar suretyship claims arising out of this Guaranty, this Agreement or (c) any other Loan Document, including, without limitation, right which it might otherwise have or acquire (in any right of subrogation, reimbursement, exoneration, contribution way whatsoever) which could entitle it at any time to share or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claimright, remedy or right arises in equity security of any Guaranteed Party as against the Designated Borrowers or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectlywhether in connection with this Guaranty, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired Loan Documents or been terminated and the Commitments shall have expired or been terminatedotherwise. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence foregoing rights at any time prior to the latest of (a) the payment in full in cash of when all the Guaranteed Obligations and all (other amounts payable under this Guarantythan contingent indemnification, (btax gross up or expense reimbursement obligations) the termination shall not have been paid in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsfull, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor Guaranteed Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make Upon the indefeasible payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of all Commitments, the Guarantor shall be subrogated to the rights of the Commitments Guaranteed Parties against the Designated Borrowers to the extent otherwise permitted by law; provided, that, such subrogation shall have occurred and not (ivi) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without constitute a representation or warranty, necessary express or implied, by any Guaranteed Party as to evidence the transfer by subrogation enforceability or collectability of any obligations of the Designated Borrowers under the Loan Documents or as to such the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document; (ii) grant to the Guarantor any right of an interest recourse against any Guaranteed Party in respect thereof; (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with the Guarantor in the protection, preservation or enforcement of any rights the Guarantor may have against any Designated Borrower or any other Loan Party; (iv) impair any Guaranteed Obligations resulting Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against any Designated Borrower or otherwise impair or affect any of the waivers or consents contained herein; or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against any Designated ▇▇▇▇▇▇▇▇; provided, further, that, the Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such payment made by such Guarantor pursuant to this Guarantyright of subrogation.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party party obligated on or for the Note or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Guaranteed Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Documentthe Note, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party party obligated on or for the Note or any other insider guarantor or any collateralCollateral, 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 Loan Partyparty obligated on or for the Note or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesLender, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan DocumentsNote, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Until the Guaranteed Obligations (other than contingent indemnification, tax gross up or expense reimbursement obligations) shall be satisfied in full and the Commitments shall be terminated, the Guarantor hereby unconditionally shall not have, and irrevocably agrees the Guarantor shall not to exercise directly or indirectly exercise, (a) any rights that it may now have acquire by way of subrogation under this Guaranty, by any payment hereunder or hereafter acquire against the Borrowerotherwise, (b) any other Loan Party that arise from the existencerights of contribution, paymentindemnification, performance reimbursement or enforcement of such Guarantor’s Obligations under or in respect similar suretyship claims arising out of this Guaranty, this Agreement or (c) any other Loan Document, including, without limitation, right which it might otherwise have or acquire (in any right of subrogation, reimbursement, exoneration, contribution way whatsoever) which could entitle it at any time to share or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claimright, remedy or right arises in equity security of any Guaranteed Party as against the Designated Borrowers or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectlywhether in connection with this Guaranty, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired Loan Documents or been terminated and the Commitments shall have expired or been terminatedotherwise. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence foregoing rights at any time prior to the latest of (a) the payment in full in cash of when all the Guaranteed Obligations and all (other amounts payable under this Guarantythan contingent indemnification, (btax gross up or expense reimbursement obligations) the termination shall not have been paid in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsfull, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor Guaranteed Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make Upon the indefeasible payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of all Commitments, the Guarantor shall be subrogated to the rights of the Commitments Guaranteed Parties against the Designated Borrowers to the extent otherwise permitted by law; provided, that, such subrogation shall have occurred and not (ivi) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without constitute a representation or warranty, necessary express or implied, by any Guaranteed Party as to evidence the transfer by subrogation enforceability or collectibility of any obligations of the Designated Borrowers under the Loan Documents or as to such the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document; (ii) grant to the Guarantor any right of an interest recourse against any Guaranteed Party in respect thereof; (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with the Guarantor in the protection, preservation or enforcement of any rights the Guarantor may have against any Designated Borrower or any other Loan Party; (iv) impair any Guaranteed Obligations resulting Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against any Designated Borrower or otherwise impair or affect any of the waivers or consents contained herein; or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against any Designated Borrower; provided, further, that, the Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such payment made by such Guarantor pursuant to this Guarantyright of subrogation.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Secured Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed cash (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have expired been made), the expiration or termination of all Letters of Credit (other than Letters of Credit which have been terminated Cash Collateralized) and the Commitments shall have expired expiration or been terminatedtermination of all Commitments. 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 Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty, (b) the termination in whole of the Commitments Maturity Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit (other than Letters of Credit which have been Cash Collateralized), such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Secured Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit (other than Letters of Credit which have been Cash Collateralized) shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination latest maturity date in whole respect of the Commitments Facilities outstanding from time to time and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Payment Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination latest maturity date in whole respect of the Commitments Facilities outstanding from time to time shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralguarantor, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Maturity Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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 Subject to the preceding provision of this Section 4, it is the intent of the parties that each Guarantor shall have rights of subrogation in respect hereof, and if (i) any Guarantor shall make payment to any Lender Party the Agent of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each (a) Until the final payment in cash and performance in full of all of the Obligations, the Guarantor hereby unconditionally and irrevocably agrees shall not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Borrower or any other Loan Documentguarantor arising as a result of payment by the Borrower or such guarantor hereunder, including, without limitation, any right by way of subrogation, reimbursement, exonerationrestitution, contribution or indemnification otherwise, and will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any Insolvency Proceedings; the Guarantor will not claim any setoff, recoupment or counterclaim against the Borrower or any other guarantor in respect of any liability of the Guarantor to the Borrower or guarantor; and the Guarantor, the Borrower and each guarantor waives any benefit of and any right to participate in any claim collateral security which may be held by any Agent or remedy any Lender. Anything to the contrary contained in the foregoing notwithstanding, the Guarantor shall not exercise any such rights against the Borrower (including after payment in full of the Obligations) if all or any portion of the Obligations shall have been satisfied in connection with an exercise of remedies by the Collateral Agent in respect of the Equity Interests of the Borrower whether pursuant to the Individual Guarantor Security Agreement or otherwise. (b) The payment of any Lender Party against amounts due with respect to any Indebtedness of the BorrowerBorrower or the Guarantor for money borrowed or credit received now or hereafter owed to the Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Guarantor agrees that, after the occurrence of any other Loan Party default in the payment or performance of any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationof the Obligations, the right Guarantor will not demand, ▇▇▇ for or otherwise attempt to take or receive from collect any such indebtedness of the Borrower, any other Loan Party, directly or indirectly, in cash Borrower or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and guarantor to the Guarantor until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in cashrespect of such indebtedness while any Obligations are still outstanding, all Guaranteed Hedge Agreements such amounts shall have expired or been terminated be collected, enforced and received by the Guarantor as trustee for the Agents and the Commitments shall have expired or been terminated. If any amount shall Lenders and be paid to any Guarantor in violation of the immediately preceding sentence at any time prior over to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyCollateral Agent, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesAgents and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms on account of the Loan Documents. If (i) Obligations without affecting in any Guarantor shall make payment to any Lender Party of all or any part manner the liability of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable Guarantor under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor provisions of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the any Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the any Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsCommitments, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, and (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor Holding hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s its Obligations under this Guaranty or in respect of this Guaranty, this Agreement or under any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, 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, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements of the Letters of Credit shall have expired expired, terminated or been terminated cancelled and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor Holding in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole full drawing, termination, expiration or cancellation of the Commitments and all Letters of Credit and, (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from other property and funds of such Guarantor Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor Holding shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole all of the Commitments Letters of Credit shall have occurred expired, terminated or been cancelled, and (iv) all Guaranteed Hedge Agreements the Termination Date shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties will, at such Guarantor’s Holding's request and expense, execute and deliver to such Guarantor Holding appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to such Guarantor Holding of an interest in the Guaranteed Obligations resulting from such the payment made by such Guarantor pursuant to this GuarantyHolding.

Subrogation. Each Guarantor understands that the exercise by the Administrative Agent of certain rights and remedies under the Loan Documents may affect or eliminate its right of subrogation against the Borrower or any other guarantor and that it may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Guarantor hereby unconditionally authorizes and irrevocably agrees not empowers the Administrative Agent, its successors, endorsees and/or assigns to exercise in its or their sole discretion, any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of each Guarantor that it the obligations hereunder shall be absolute, continuing, independent and unconditional under any and all circumstances. Notwithstanding any other provision of this Guaranty to the contrary, each Guarantor hereby waives, until such time as the Guaranteed Obligations (other than contingent indemnification obligations under which there is no outstanding claim) have been paid in full in cash and all Obligations thereunder paid in full, and the Aggregate Commitments shall have been terminated or shall have expired, any claim or other rights which such Guarantor may now have or hereafter acquire against the Borrower, Borrower or any other Loan Party guarantor of all or any of the obligations of such Guarantor hereunder that arise from the existence, payment, existence or performance or enforcement of such Guarantor’s Obligations Guarantors’ obligations under or in respect of this Guaranty, this Agreement Guaranty or any of the other Loan DocumentDocuments, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and indemnification, any right to participate in any claim or remedy of the Administrative Agent or any Lender Party against the Borrower, any other Loan Party Borrower the Administrative Agent or any other insider guarantor Lender now has or any collateralhereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy claim or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guarantyrights.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s its Obligations under this Guaranty or in respect of this Guaranty, this Agreement or under any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender other Secured Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, 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, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Secured Hedge Agreements shall have expired or been terminated 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 all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Secured Hedge Agreements, and (c) the Termination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from Administrative Agent and the other property and funds of such Guarantor Secured Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Secured Hedge Agreements shall have expired or been terminated, and (iv) the Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such the payment made by such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Guarantor The Company hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantorthe Company’s Obligations under or in respect of this Guaranty, this Agreement Article XI or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article XI shall have been paid in full in cashcash (other than indemnification obligations and other contingent obligations in each case not then due and payable and for which no claim has been asserted), all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full fall in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyArticle XI, (b) the termination in whole of the Commitments Maturity Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such Guarantor the Company and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyArticle XI, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor the Company shall make payment to the Administrative Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article XI shall have been paid in full in cashcash (other than indemnification obligations and other contingent obligations in each case not then due and payable and for which no claim has been asserted), (iii) the termination in whole of the Commitments Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantorthe Company’s request and expense, execute and deliver to such Guarantor the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Company of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor the Company pursuant to this GuarantyArticle XI.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Agent or any Lender Party against the BorrowerCompany, any other Loan Party Guarantor or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the BorrowerCompany, any other Loan PartyGuarantor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashcash (other than (i) contingent obligations for indemnity, all Guaranteed expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Secured Hedge Agreements shall have expired or been terminated Agreements, Secured Letters of Credit and Secured Cash Management Obligations to the extent not currently due) and the aggregate 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 later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty (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) and (b) the termination in whole latest final maturity of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsAdvances then in effect, such amount shall be received and held in trust for the benefit of the Lender PartiesAgents and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative applicable Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. If (i) any Guarantor shall make payment to any Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashcash (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) and (iii) the termination in whole latest final maturity of the Commitments Advances then in effect shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent Agents and the other Lender Parties Lenders will, at such any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. (a) Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s First Lien Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Guaranteed Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated and the Term 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 Guaranteed First Lien Obligations and all other amounts payable under this GuarantyGuaranty (other than in each case contingent obligations that are not then due and payable), (b) the termination in whole Latest Maturity Date of the all Term Commitments and Term Loans and (c) the latest date of expiration or termination of all Guaranteed Secured Hedge AgreementsAgreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made), such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan DocumentsDocuments or to be held as Collateral for any Guaranteed First Lien Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed First Lien Obligations, (ii) all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, (iii) the termination in whole Latest Maturity Date of the all Term Commitments and Term Loans shall have occurred and (iv) all Guaranteed Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed First Lien Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty. (b) Notwithstanding any provision of this Guaranty to the contrary, all rights of the Guarantors under Section 4(a) and all other rights of the Guarantors of contribution or subrogation under applicable Law or otherwise shall be fully subordinated to the payment in full in cash of all the Guaranteed First Lien Obligations. Until the payment in full of the Guaranteed First Lien Obligations (other than contingent obligations that are not then due and payable), no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Guaranteed First Lien Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. No failure on the part of any Guarantor to make the payments required by Section 4(a) (or any other payments required under applicable Law or otherwise) or on the part of Holdings to make the payments required by Section 4(a) of the Holdings Guaranty shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the any Borrower, any other Loan Party or any other insider guarantor of some or all of the Guaranteed Obligations or any collateralCollateral, 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 any Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 applicable Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the applicable Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty by such Guarantor, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any applicable Guaranteed Obligations or other amounts payable under this Guaranty by such Guarantor thereafter arising. If (i) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the applicable Guaranteed Obligations, (ii) all of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty by such Guarantor shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) ), all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the applicable Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor Account Party hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party Account Party, or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorAccount Party’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party Bank against the Borrowerany other Account Party, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrowerany other Account Party, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements no Letters of Credit shall have expired or been terminated be outstanding and the Commitments commitments of the Banks hereunder shall have expired or been terminated. If any amount shall be paid to any Guarantor Account Party in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsExpiration Date, such amount shall be received and held in trust for the benefit of the Lender PartiesBanks, shall be segregated from other property and funds of such Guarantor Account Party and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any amounts payable under this Guaranty thereafter arising. If (i) any Guarantor Account Party shall make payment to any Lender Party Bank of all or any part of the Guaranteed Obligationsamounts payable under this Guaranty, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, and (iii) the termination in whole of the Commitments Expiration Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Banks will, at such GuarantorAccount Party’s request and expense, execute and deliver to such Guarantor Account Party appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Account Party of an interest in the Guaranteed Obligations obligations resulting from such payment made by such Guarantor Account Party pursuant to this Guaranty.

Subrogation. Each No Guarantor hereby unconditionally and irrevocably agrees not to will exercise any rights that it may now have or hereafter acquire against the Borrower, any Loan Party or any other Loan Party guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this GuarantyArticle, this Agreement or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agents and the Lenders against any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, any Loan Party or any other Loan Partyguarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article shall have been paid in full in cash, cash and all Guaranteed Hedge Agreements shall have expired or been terminated and of 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementssentence, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property Agents and funds of such Guarantor the Lenders and shall forthwith be paid or delivered to the Administrative Agent in Agents and the same form as so received (with any necessary endorsement or assignment) Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyArticle, whether matured or unmatured, in accordance with the terms of the Loan Documentsthis Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article thereafter arising. If (i) any Guarantor shall make payment to any Lender Party the Agents and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article shall have been be paid in full in cash, cash and (iii) the termination in whole of the all Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent Agents and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash (other than contingent indemnification obligations (including costs and expenses related thereto) not then payable for which no claim has been asserted) and all Guaranteed Secured Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this GuarantyGuaranty (other than contingent indemnification obligations (including costs and expenses related thereto) not then payable for which no claim has been asserted), (b) the termination in whole of the Commitments latest Termination Date and (c) the latest date of expiration or termination of all Guaranteed Secured Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashcash (other than contingent indemnification obligations (including costs and expenses related thereto) not then payable for which no claim has been asserted), (iii) the termination in whole of the Commitments latest Termination Date shall have occurred and (iv) all Guaranteed Secured Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralguarantor, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cashcash (other than contingent Obligations in respect of indemnities for which a claim has not been made), and all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated or Cash Collateralized 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementssentence, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than contingent Obligations in respect of indemnities for which a claim has not been made) shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminatedterminated or Cash Collateralized, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Guaranteed Obligations under or in respect of this Guaranty, this Agreement or any other Loan Guaranteed Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedTermination Date. 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 Guaranteed Obligations and all other amounts payable under this GuarantyTermination Date, (b) the termination in whole of the Commitments Latest Maturity Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit or other provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the such Guarantor’s Guaranteed Obligations and all other amounts payable by it under this GuarantyArticle 10, whether matured or unmatured, in accordance with the terms of the Loan Guaranteed Documents, or to be held as Collateral for any of such Guarantor’s Guaranteed Obligations or other amounts payable by it under this Article 10 thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article 10 shall have been paid in full in cash, (iiiii) the termination in whole of the Commitments Latest Maturity Date shall have occurred and (iviii) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminatedterminated or other provision therefor in full shall have been made in a manner reasonably satisfactory to the L/C Issuer, the Administrative Agent and the other Lender Parties Lenders will, at such any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyArticle 10.

Subrogation. Each The Guarantor hereby unconditionally and irrevocably agrees shall not to exercise any rights that it may now have or hereafter acquire against the Borrower, Borrower or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent, the Issuing Bank, any Lender Party or any Hedge Counterparty against the Borrower, any other Loan Party Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, Borrower or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (ai) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (bii) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsFinal Maturity Date, such amount shall be received and held in trust for the benefit of the Lender PartiesAdministrative Agent, shall be segregated from other property the Issuing Bank, the Lenders and funds of such Guarantor the Hedge Counterparties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any the Guarantor shall make payment to the Administrative Agent, the Issuing Bank, any Lender Party or Hedge Counterparty of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been be indefeasibly paid in full in cash, and (iii) the termination in whole of the Commitments Final Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent Agent, the Issuing Bank, the Lenders and the other Lender Parties Hedge Counterparty will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guarantythe Guarantor.

Subrogation. Each No Guarantor hereby unconditionally and irrevocably agrees not to will exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party that arise from the existence, payment, performance or enforcement of such the Guarantor’s Obligations 's obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan Party, Party directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and cash in accordance with the Commitments shall have expired or been terminatedterms of the Loan Documents. 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor Agent and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been be paid in full in cash, cash and (iii) the termination in whole of the Commitments Loan Documents shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedterminated in accordance with their own terms, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s the Guarantors' request and expense, execute and deliver to such Guarantor the Guarantors appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Guarantors of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guarantythe Guarantor.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the any Borrower, any other Loan Party or any other insider guarantor or any collateralguarantor, 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 any Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off set‑off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been terminated, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Letters of Credit and all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Letters of Credit and all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each The Borrower and each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s its Obligations under this Guaranty or in respect of this Guaranty, this Agreement or under any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender other Secured Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, 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, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed of the Letters of Credit shall have expired or been terminated without any pending drawing thereon, all Secured Hedge Agreements shall have expired or been terminated terminated, and the Commitments shall have expired or been terminated. If any amount shall be paid to the Borrower or 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 all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Letters of Credit (without any pending drawing thereon) and all Secured Hedge Agreements, and (c) the Facility Termination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from Administrative Agent and the other property and funds of such Guarantor Secured Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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 Borrower or any Guarantor shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole all Letters of the Commitments shall have occurred Credit and (iv) all Guaranteed Secured Hedge Agreements shall have expired or been terminated, and (iv) the Facility Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at the Borrower or such Guarantor’s request and expense, execute and deliver to the Borrower or such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to the Borrower or such Guarantor of an interest in the Guaranteed Obligations resulting from such the payment made by the Borrower or such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Guarantor BRW hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against any of the Borrower, other Loan Parties or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Obligations of BRW under or in respect of this Guaranty, this Agreement BRW Guaranty or any of the other Loan DocumentDocuments, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender Party of the other Secured Parties against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute statute, common law or common lawany other Requirements of Law, including, without limitation, the right to take or receive from the Borrower, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this BRW Guaranty shall have been paid in full in cash, all Guaranteed of the Secured Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor BRW in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this BRW Guaranty, (b) the expiration or termination in whole of all of the Commitments Secured Hedge Agreements and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender Administrative Agent and the other Secured Parties, shall be segregated from the other property and funds of such Guarantor BRW and shall be delivered forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all the other amounts payable under this BRW Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this BRW Guaranty thereafter arising. If (i) any Guarantor BRW shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all of the other amounts payable under this BRW Guaranty shall have been paid in full in cash, (iii) the termination in whole all of the Commitments shall have occurred and (iv) all Guaranteed Secured Hedge Agreements shall have expired or been terminatedterminated and (iv) the Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at such GuarantorBRW’s request and expense, execute and deliver to such Guarantor BRW appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to such Guarantor BRW of an interest in the Guaranteed Obligations resulting from such the payment made by such Guarantor pursuant to BRW under this BRW Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan DocumentDocument or any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Letters of Credit and all Secured Hedge Agreements and all Secured Cash Management Agreements shall have expired or been terminated (or the Letters of Credit shall have been cash collateralized or any other back-stop thereof shall have occurred) 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Letters of Credit (or cash collateralization thereof or other back-stop thereof, as applicable) and all Secured Hedge Agreements and Secured Cash Management Agreements, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan DocumentsDocuments or any Secured Hedge Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Letters of Credit and all Secured Hedge Agreements shall have expired or been terminatedterminated (or, in the case of the Letters of Credit, shall have been cash collateralized or any other back-stop thereof shall have occurred), the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by any Secured Creditor, (i) no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of any Secured Creditor against either Borrower or hereafter acquire against the Borrower, any other Loan Party that arise Guarantor or Grantor or any collateral security or guarantee or right of offset held by any Secured Creditor for the payment of the Borrower Obligations, (ii) no Guarantor shall seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance either Borrower or enforcement of such Guarantor’s Obligations under any other Guarantor or Grantor in respect of this Guarantypayments made by such Guarantor hereunder, this Agreement and (iii) each Guarantor hereby expressly and irrevocably waives any and all rights at law or any other Loan Document, including, without limitation, any right of in equity to subrogation, reimbursement, exoneration, contribution contribution, indemnification or indemnification set off and any right and all defenses available to participate in any claim or remedy of any Lender Party against the Borrowera surety, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party, directly or indirectlyaccommodation co-obligor, in cash or other property or by set-off or in any other mannereach case, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Borrower Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminatedare Fully Satisfied. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the latest of (a) the payment in full in cash when all of the Guaranteed Borrower Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsshall not have been Fully Satisfied, such amount shall be received and held by such Guarantor in trust for the benefit of the Lender PartiesSecured Creditors, shall be segregated from other property and funds of such Guarantor Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Administrative Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly endorsed by such Guarantor to the Agent, if required), to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with such order as the terms of Agent may determine. Each Guarantor acknowledges and agrees that this waiver is intended to benefit the Loan Documents. If (i) any Guarantor Secured Creditors and shall make payment to any Lender Party of all not limit or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at otherwise affect such Guarantor’s request liability hereunder or the enforceability of this Section 2.03, and expensethat the Secured Creditors and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.03, execute and deliver to such Guarantor appropriate documentstheir rights under this Section 2.03, without recourse and without representation or warranty, necessary to evidence shall survive payment in full of the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyObligations.

Subrogation. Each Guarantor The Guarantors hereby unconditionally and irrevocably agrees agree not to exercise any rights that it they may now have or hereafter acquire against the Borrower, any other Loan Party Credit Party, or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Credit Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the Borrower, any other Loan Credit Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, any other Loan PartyCredit Party or any other guarantor, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Agreement shall have been paid in full in cash, all Guaranteed Hedge Agreements no Letters of Credit shall have expired or been terminated be outstanding and the Commitments commitments of the Lenders hereunder shall have expired or been terminated. If any amount shall be paid to any Guarantor the Guarantors in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsFinal Expiry Date, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such Guarantor the Guarantors and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents, or to be held as collateral for any amounts payable under this Guaranty thereafter arising. If (i) any Guarantor the Guarantors shall make payment to any Lender Party of all or any part of the Guaranteed Obligationsamounts payable under this Guaranty, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Final Expiry Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s the Guarantors’ request and expense, execute and deliver to such Guarantor the Guarantors appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Guarantors of an interest in the Guaranteed Obligations obligations resulting from such payment made by such Guarantor the Guarantors pursuant to this Guaranty.

Subrogation. Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party Grantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement Subsidiary Guaranty or any other Loan Secured Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party Investor against the BorrowerCompany, any other Loan Party Grantor or any other insider guarantor or any collateralguarantor, 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 BorrowerCompany, any other Loan PartyGrantor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than contingent indemnification obligations) and all other amounts payable under this Subsidiary Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Subsidiary 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 Guaranteed Obligations (other than contingent indemnification obligations) and all other amounts payable under this Subsidiary Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesInvestors, shall be segregated from other property and funds of such Subsidiary Guarantor and shall forthwith be paid or delivered to the Administrative Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Subsidiary Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Secured Transaction Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Subsidiary Guaranty thereafter arising. If (i) any Subsidiary Guarantor shall make payment to any Lender Party Investor of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations (other than contingent indemnification obligations) and all other amounts payable under this Subsidiary Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties Investors will, at such Subsidiary Guarantor’s request and expense, execute and deliver to such Subsidiary Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Subsidiary Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Subsidiary Guarantor pursuant to this Subsidiary Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Indenture Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, the Collateral Agent, or any Lender Party Holder against the BorrowerCompany, any other Loan Party Obligor or any other insider guarantor or any collateralCollateral, 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 BorrowerCompany, any other Loan PartyObligor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, and (b) the termination in whole full and complete payment and performance of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsIndenture Obligations, such amount shall be received and held in trust for the benefit of the Lender PartiesTrustee, the Collateral Agent, and the Holders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent Trustee in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Indenture Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Trustee, the Collateral Agent or any Lender Party Holder of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, and (iii) the termination in whole of the Commitments Indenture Obligations shall have occurred been paid and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedperformed completely and fully, the Administrative Agent Trustee, the Collateral Agent, and the other Lender Parties Holders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each (a) Until the final payment in cash and performance in full of all of the Obligations, the Guarantor hereby unconditionally and irrevocably agrees shall not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Borrower or any other Loan Documentguarantor arising as a result of payment by the Borrower or such guarantor hereunder, including, without limitation, any right by way of subrogation, reimbursement, exonerationrestitution, contribution or indemnification otherwise, and will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any Insolvency Proceedings; the Guarantor will not claim any set-off, recoupment or counterclaim against the Borrower or any other guarantor in respect of any liability of the Guarantor to the Borrower or guarantor; and the Guarantor, the Borrower and each guarantor waives any benefit of and any right to participate in any claim collateral security which may be held by any Agent or remedy any Lender. Anything to the contrary contained in the foregoing notwithstanding, the Guarantor shall not exercise any such rights against the Borrower (including after payment in full of the Obligations) if all or any portion of the Obligations shall have been satisfied in connection with an exercise of remedies by the Collateral Agent in respect of the Equity Interests of the Borrower whether pursuant to the Individual Guarantor Security Agreement or otherwise. (b) The payment of any Lender Party against amounts due with respect to any Indebtedness of the BorrowerBorrower or the Guarantor for money borrowed or credit received now or hereafter owed to the Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Guarantor agrees that, after the occurrence of any other Loan Party default in the payment or performance of any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationof the Obligations, the right Guarantor will not demand, ▇▇▇ for or otherwise attempt to take or receive from collect any such indebtedness of the Borrower, any other Loan Party, directly or indirectly, in cash Borrower or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and guarantor to the Guarantor until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in cashrespect of such indebtedness while any Obligations are still outstanding, all Guaranteed Hedge Agreements such amounts shall have expired or been terminated be collected, enforced and received by the Guarantor as trustee for the Agents and the Commitments shall have expired or been terminated. If any amount shall Lenders and be paid to any Guarantor in violation of the immediately preceding sentence at any time prior over to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyCollateral Agent, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesAgents and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms on account of the Loan Documents. If (i) Obligations without affecting in any Guarantor shall make payment to any Lender Party of all or any part manner the liability of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable Guarantor under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor provisions of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Credit Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the any Borrower, any other Loan Credit Party or any other insider guarantor or any collateralCollateral, 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 a Borrower, any other Loan PartyCredit 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 security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each No Guarantor hereby unconditionally and irrevocably agrees not to will exercise any rights that it may now have or hereafter acquire against the Borrower, any Loan Party or any other Loan Party guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this GuarantyArticle, this Agreement or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agents and the Lenders against any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, any Loan Party or any other Loan Partyguarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article shall have been paid in full in cash, all Guaranteed Hedge Agreements cash and the Final Maturity Date shall have expired or been terminated and the Commitments shall have expired or been terminatedoccurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) Article and the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsFinal Maturity Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property Agents and funds of such Guarantor the Lenders and shall forthwith be paid or delivered to the Administrative Agent in Agents and the same form as so received (with any necessary endorsement or assignment) Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyArticle, whether matured or unmatured, in accordance with the terms of the Loan Documentsthis Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article thereafter arising. If (i) any Guarantor shall make payment to any Lender Party the Agents and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article shall have been be paid in full in cash, cash and (iii) the termination in whole of the all Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent Agents and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute contract or common lawApplicable Law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Letters of Credit and all Secured Hedge Agreements and Cash Management Obligations shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Letters of Credit and all Secured Hedge AgreementsAgreements and Cash Management Obligations, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Letters of Credit and all Secured Hedge Agreements and Cash Management Obligations shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the a Borrower, any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against the a Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the a Borrower, any other Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender PartiesLenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the BorrowerCompany, any other Loan Party Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the BorrowerCompany, any other Loan Party Guarantor or any other insider guarantor or any collateralCollateral, 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 BorrowerCompany, any other Loan PartyGuarantor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, while any Event of Default has occurred and is continuing, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated cash and the 2012 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 time, while any Event of Default has occurred and is continuing, prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Article II and termination in whole or expiration of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements2012 Commitments, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyGuarantee, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guarantee thereafter arising. If If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Guarantee shall have been paid in full in cash, and (iii) the termination in whole of the 2012 Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired been terminated or been terminatedexpired, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyArticle II.

Subrogation. Each Guarantor Party hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Borrower Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorGuarantor Party’s Guaranteed Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Borrower Party or any other insider guarantor or any collateralCollateral, 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 Loan PartyBorrower 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 security on account of such claim, remedy or right, unless and until all of the such Guarantor Party’s Guaranteed Obligations and all other amounts payable under this Guaranty Article 7 shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or it being understood that payments in respect of inter-company advances exclusively among the Borrower Parties in the ordinary course of business are not prohibited under this Section 7.05 unless an Event of Default has occurred and is continuing and, if applicable, a “Notice of Exclusive Control” (as defined in any applicable Deposit Account Control Agreement) has been terminated and the Commitments shall have expired or been terminatedgiven. If any amount shall be paid to any Guarantor Party in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsArticle 7, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor Party and shall forthwith be paid or delivered to the Administrative Agent Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the such Guarantor Party’s Guaranteed Obligations and all other amounts payable by it under this GuarantyArticle 7, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of such Guarantor Party’s Guaranteed Obligations or other amounts payable by it under this Article 7 thereafter arising. If (i) any Guarantor shall make payment to any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty Article 7 shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantorany Guarantor Party’s request and expense, execute and deliver to such Guarantor Party appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Party of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor Party pursuant to this GuarantyArticle 7.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments final Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesAgent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments final Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off set‑off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsCommitments, such amount shall be received and held in trust for the benefit of the Lender PartiesAdministrative Agent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to the Administrative Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, cash and (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Parties Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any of the Borrower, other Loan Parties or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations of such Guarantor’s Obligations Guarantor under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender other Secured Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, 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, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed of the Bank Hedge Agreements shall have expired or been terminated 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 (ai) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (bii) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed the Bank Hedge AgreementsAgreements and (iii) the Termination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from Administrative Agent and the other property and funds of such Guarantor Secured Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment to the Administrative Agent or any Lender other Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been be paid in full in cash, (iii) the termination in whole all of the Commitments shall have occurred and (iv) all Guaranteed Bank Hedge Agreements shall have expired or been terminated, and (iv) the Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at such the Parent Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or and warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyGuarantor."

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s its Obligations under this Guaranty or in respect of this Guaranty, this Agreement or under any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender other Secured Party against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, 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, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed of the Letters of Credit and all Secured Hedge Agreements shall have expired or been terminated 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 all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Letters of Credit and all Secured Hedge Agreements, and (c) the Termination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from Administrative Agent and the other property and funds of such Guarantor Secured Parties and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any Guarantor shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole all Letters of the Commitments shall have occurred Credit and (iv) all Guaranteed Secured Hedge Agreements and Secured Cash Management Agreements shall have expired or been terminated, and (iv) the Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such the payment made by such Guarantor pursuant to this GuarantyGuarantor.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative or any Lender Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Administrative Agent and the Lender Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to the Administrative Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees that, until the Termination Date, it will not to exercise any rights that it may now have or hereafter acquire against the Borrower, Borrower or any other Loan Party or under any guarantee of the Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, Borrower or any other Loan Party or under any other insider guarantor guarantee of the Obligations or any collateralCollateral, 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, Borrower or any other Loan PartyParty or under any guarantee of the Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith promptly be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this GuarantyAgreement, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Agreement thereafter arising. If (i) any Guarantor shall make makes payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty the Termination Date shall have been paid in full in cash, (iii) the termination in whole of the Commitments shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this GuarantyAgreement.

Subrogation. Each The Parent Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, Borrower or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such the Parent Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Designated Agent or any Lender Party against the Borrower, any other Loan Party Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, Borrower or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any the Parent 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 Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreementsfinal Termination Date, such amount shall be received and held in trust for the benefit of the Lender PartiesDesignated Agent and the Lenders, shall be segregated from other property and funds of such the Parent Guarantor and shall forthwith be paid or delivered to the Administrative Designated Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any the Parent Guarantor shall make payment to the Designated Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments final Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Designated Agent and the other Lender Parties Lenders will, at such the Parent Guarantor’s request and expense, execute and deliver to such the Parent Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Parent Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such the Parent Guarantor pursuant to this Guaranty.

Subrogation. Each The Parent Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, Borrower or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such the Parent Guarantor’s Obligations under or in respect of this Guaranty, this Agreement Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Designated Agent or any Lender Party against the Borrower, any other Loan Party Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, Borrower or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any the Parent 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments final Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender PartiesDesignated Agent and the Lenders, shall be segregated from other property and funds of such the Parent Guarantor and shall forthwith be paid or delivered to the Administrative Designated Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the 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) any the Parent Guarantor shall make payment to the Designated Agent or any Lender Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments final Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Designated Agent and the other Lender Parties Lenders will, at such the Parent Guarantor’s request and expense, execute and deliver to such the Parent Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Parent Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such the Parent Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments Termination Date and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsLetters of Credit, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements Letters of Credit shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each The Parent Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, Borrower or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such the Parent Guarantor’s 's Obligations under or in respect of this Guaranty, this Agreement Parent Guaranty or any other Loan Financing Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the Borrower, any other Loan Party Borrower or any other insider guarantor or any collateralCollateral, 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, Borrower or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Parent Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated cash and the Commitments shall have expired or been terminated. If any amount shall be paid to any the Parent Guarantor in violation of the immediately preceding sentence at any time prior to the latest later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, Parent Guaranty and (b) the termination in whole of the Commitments and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such the Parent Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Parent Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Financing Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Parent Guaranty thereafter arising. If (i) any the Parent Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Parent Guaranty shall have been paid in full in cash, cash and (iii) the termination in whole of the Commitments Termination Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminatedoccurred, the Administrative Agent and the other Lender Secured Parties will, at such the Parent Guarantor’s 's request and expense, execute and deliver to such the Parent Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Parent Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such the Parent Guarantor pursuant to this Parent Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Guarantied Party against the Borrower, any other Loan Party or any other insider guarantor or any collateralguarantor, 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 Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments latest Maturity Date and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Guarantied Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Guarantied Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments latest Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Guarantied Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Subrogation. Each Guarantor CBI hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against any of the Borrower, other Loan Parties or any other Loan Party insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Obligations of CBI under or in respect of this Guaranty, this Agreement CBI Guaranty or any of the other Loan DocumentDocuments, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender Party of the other Secured Parties against the Borrower, any such other Loan Party or any other insider guarantor or any collateralCollateral, whether or not such claim, remedy or right arises in equity or under contract, statute statute, common law or common lawany other Requirements of Law, including, without limitation, the right to take or receive from the Borrower, such other Loan Party or any other Loan Partyinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this CBI Guaranty shall have been paid in full in cash, all Guaranteed of the Bank Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor CBI in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this CBI Guaranty, (b) the expiration or termination in whole of all of the Commitments Bank Hedge Agreements and (c) the latest date of expiration or termination of all Guaranteed Hedge AgreementsTermination Date, such amount shall be received and held in trust for the benefit of the Lender Administrative Agent and the other Secured Parties, shall be segregated from the other property and funds of such Guarantor CBI and shall be delivered forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all the other amounts payable under this CBI Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this CBI Guaranty thereafter arising. If (i) any Guarantor CBI shall make payment pay to any Lender Party of the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all of the other amounts payable under this CBI Guaranty shall have been paid in full in cash, (iii) the termination in whole all of the Commitments shall have occurred and (iv) all Guaranteed Bank Hedge Agreements shall have expired or been terminatedterminated and (iv) the Termination Date shall have occurred, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s CBI's request and expense, execute and deliver to such Guarantor CBI appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by of subrogation to such Guarantor CBI of an interest in the Guaranteed Obligations resulting from such the payment made by such Guarantor pursuant to CBI under this CBI Guaranty.

Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Secured Party against the any Borrower, any other Loan Party or any other insider guarantor or any collateralguarantor, 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 any Borrower, any other Loan PartyParty or any other insider guarantor, directly or indirectly, in cash or other property or by set-off set‑off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Guaranteed Hedge Agreements shall have expired or been terminated 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 Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the termination in whole of the Commitments applicable Maturity Date and (c) the latest date of expiration or termination of all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Lender Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Lender Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the termination in whole of the Commitments applicable Maturity Date shall have occurred and (iv) all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Lender Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.